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Resolution No. 2012-139RESOLUTION NO. 2012-139 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE BID OF PETRELLI ELECTRIC, INC. AND APPROVING AND AUTHORIZING THE EXECUTION OF AN ELECTRIC.SYSTEM SERVICE AND MAINTENANCE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND PETRELLI ELECTRIC, INC. FOR ELECTRIC SYSTEM MAINTENANCE FOR THE CITY OF VERNON WHEREAS, on May 1, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-60 authorizing the issuance of a request for proposals for electric system maintenance for the City of Vernon (the "Services"); and WHEREAS, by a.memorandum dated July 11, 2012, the Director of Light & Power has recommended that the City accept the bid of Petrelli Electric, Inc. ("Petrelli") and enter into a services agreement with Petrelli setting forth the terms and conditions under which Petrelli will perform the Work (the "Agreement"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with Petrelli Electric, Inc., in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City.Clerk, or the City Clerk's designee, to send a fully executed Agreement to Petrelli. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to.be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 17th day of July, 2012. Name: Willi m J. Davis Title: / Mayor Pro-Tem L _2_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-139, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, July 17, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this Iq day of July, 2012, at Vernon, California. (SEAL) -3_ EXHIBIT A ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT This Electric System Service and Maintenance Agreement (this "Agreement") is dated as of the ("Effective Date"), by and between CITY OF VERNON, a California municipal corporation ("Vernon"), 4305 Santa Fe Avenue, Vernon, CA 90058, and PETRELLI ELECTRIC, INC., a California Corporation ("Contractor"). RECITALS: A. Vernon is the owner of transmission and distribution facilities that provide electric service to the City of Vernon; . B. Contractor has expertise and knowledge in the maintenance and service of electrical infrastructure, including transmission and distribution facilities; and C. From the Effective Date and for the Term (as defined below), Vernon desires to engage Contractor and Contractor desires to accept said engagement to perform the maintenance and service on the Electric System (as defined below), pursuant to the directives of Vernon and under the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements contained herein, the parties do hereby agree as follows: 1. DEFINITIONS; INTERPRETATION. 1.1 Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in this Section 1.1. "Agreement" shall have the meaning set forth in the introductory paragraph. "Bankruptcy Law" shall have the meaning set forth in Section 7.2.2. "Books and Records" shall have the meaning set forth in Section 3.4.1. "Business Day" means every day other than a Saturday, Sunday or a day which is a legal holiday in the State of California. "Confidential Information" shall have the meaning set forth in Section 12.5.1 "Deliverables" means written materials created, written, or developed for Vernon and delivered to Vernon in connection with the Services. "Effective Date" shall have the meaning set forth in the introductory paragraph. "Electric System" means all electric transmission and distribution facilities and other electrical infrastructure now owned or hereafter owned by Vernon that is used for providing electric service in Vernon, including the 66 kV transmission system, overhead and underground distribution systems, substations, street lighting systems, transformers and service lines: "Emergency" means a situation in which a Party reasonably believes immediate action is necessary to prevent regulatory non-compliance, bodily injury, loss of life, interruption in the transmission or distribution of electricity, or damage to the environment or to property, including the Electric System. "Emergency Work" means the Services required to (i) respond to Emergency calls as set forth in Section 3.3.3 and (ii) prevent or mitigate as much as practicable any threatened damage, injury or loss caused by an Emergency affecting the safety or protection of Persons or endangering any property, including the Electric System. "Environmental Law means all Laws relating to (i) land use and environmental matters, (ii) the control of any pollutant, or protection of the air, water, or land, (iii) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation, (iv) exposure to hazardous, toxic or other harmful substances, and (v) the protection and enhancement of the environment. "EOP" shall have the meaning set forth in Section 3.5. "FERC" means the Federal Energy Regulatory Commission, and any successor to the function thereof. "Force Majeure Event" means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, explosion, or any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities (i) which prevents one Party from performing any of its obligations under this Agreement, (ii) which could not reasonably be anticipated as of the date of this Agreement, (iii) which is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or affiliate of that Party, or any Person under the control of that Party), and (iv) which by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided nothing in this clause (iv) shall be construed so as to require any Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved. Without limiting the generality of the foregoing, a Force Majeure Event does not include any of the following: (1) events arising from the failure by Contractor or any of its personnel or subcontractors to provide the services required to be provided hereunder, including to maintain the Electric System in accordance with this Agreement; (2) any increase of any kind in any cost; (3) delays in or inability of a Party to obtain financing or other economic hardship of any kind; (4) failure of third parties to provide goods or services essential to a Party's performance; (5) Electric System failure or equipment failure of any kind; or (6) any changes in the financial condition of a Party, or any subcontractor or supplier affecting the affected Party's ability to perform its obligations under this Agreement. 2 "Good Utility Practices means any of the practices, methods, standards, and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practices is not intended to be any one of a number of the optimum practices, methods, standards or acts to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the region. "GOP" shall have the meaning set forth in Section 3.5. "Governmental Approval" means any authorization, consent, approval, license, ruling, permit, tariff, certification, exemption, filing, variance, order, judgment, decree, declaration or publication of, notices to, or registration by or with any Governmental Authority having jurisdiction over the Electric System. "Governmental Authority" means any national, state or local government, any political subdivision thereof or any other governmental, judicial, public, or statutory instrumentality, authority, body, agency, bureau or entity or any arbitrator with authority to bind a Party at Law. "Hazardous Substances" means any chemicals, materials, substances, or items in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are listed or regulated as hazardous, toxic or dangerous, or for which liability or standards of care are imposed, under any Environmental Law, including petroleum products, asbestos, polychlorinated biphenyls, coal combustion by-products, urea formaldehyde foam insulation, lead -containing paints or coatings, and any substances included in the definition of "hazardous debris," "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "pollutants," "contaminants" or words of similar import, under any Environmental Laws. "Law" means (i) any statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, mandatory standards or criteria, or other governmental restriction or any similar form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereafter in effect or (ii) any requirements or conditions on or with respect to the issuance, maintenance or renewal of any Governmental Approval or applications therefor, whether now or hereafter in effect. "Materials and Supplies" shall have the meaning set forth in Section 4.2. "NERC" means the North American Electricity Reliability Corporation or its successor thereto. "Off -Hours" means the hours between and on any Business Day. and the hours between 00:00, PPT and 23:00, PPT, on any day other than a Business Day. c7 "Pacific Prevailing Time" means Pacific Standard Time or Pacific Daylight Time, as applicable. "Party" or "Parties" means individually Vernon or Contractor, and collectively Vernon and Contractor. "Permits" means any permits, approvals and authorizations issued by any Governmental Authority to, or obtained by, Vernon, which are necessary to operate and maintain the Electric System. "Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision. "Routine Work" means routine maintenance work, including line patrol, switching, replacement of minor components, minor modifications and additions, and other routine work normally required on electric utility systems, consistent with Good Utility Practices. "Services" means all of the services and maintenance to be performed to maintain the Electric System in a safe and reliable condition pursuant to the requirements of this Agreement, including, switching, performing routine and emergency repairs, maintenance and construction on the Electric System and the other services specified in Article 3 of this Agreement. "Standing Work Order" means a Work Order for Routine Work that has been pre - approved .and established by Contractor and Vernon and authorizes Contractor to perform Routine Work thereunder. "Term" shall have the meaning set forth in Section 7.1. "Work Order" shall have the meaning set forth in Section 2.2. "Vernon's Representative" shall have the meaning set forth in Section 4.4. 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; the definitions of terms apply equally to the singular and plural forms of the terms defined; (b) reference to any Person includes such Person's successors and assigns but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other; (d) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition; (f) "hereunder", "hereof', "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof; (g) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; (h) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including'; (i) reference to time shall always refer to Pacific Prevailing Time; and 0) reference to any "day" shall mean a calendar day unless otherwise indicated. 2. ENGAGEMENT; WORK ORDERS. 2.1 General. Subject to the terms and conditions of this Agreement, Vernon hereby engages Contractor, and Contractor hereby accepts such engagement to perform the Services pursuant to the terms of this Agreement, as an independent contractor and not as an agent or. employee of Vernon during the Term. 2.2 Work Orders. All of the Services shall be performed pursuant to a work order ("Work Order"), issued by Vernon from time to time in accordance with the requirements of this Agreement. The Work Order shall include, as applicable, the requirements set forth on Exhibit A ("Work Order Requirements"). Nothing in this Agreement shall obligate Vernon to issue a Work Order. Prior to initiating any Services, other than Emergency Work or Routine Work, Contractor shall obtain written authorization from Vernon pursuant to a Work Order for the proposed Services. Work Orders shall be issued for the following categories: 2.2.1 Major Work. Any major modifications, extensions, additions or improvements to the Electric System, including work that requires structural replacement, such as poles, switches and transformers, and large maintenance jobs estimated to take more than one crew day, ("Major Work") shall be performed pursuant to a Work Order for Major Work. As - built documentation identified all Major Work performed and any other Deliverables specified in the Work Order shall be provided to Vernon promptly following completion of the Major Work. 2.2.2 Emergency Work. Contractor shall mobilize and commence Emergency Work in response to emergency calls within one hour of receipt of any call for Emergency Work pursuant to Section 3.3.3 and shall seek a written Work Order for such Emergency Work by 9:00 a.m. PPT on the next Business Day after the Emergency Work is initiated. All other Emergency Work shall be performed by Contractor as soon as possible following an Emergency. Contractor shall telephonically notify Vernon of any Emergency discovered by Contractor as soon as practicable following the occurrence thereof, and shall seek a written Work Order for such Emergency Work by 9:00 a.m. PPT on the next Business Day after the Emergency Work is initiated. As -built information shall be provided upon completion of such Emergency Work. Contractor shall not be entitled to payment for performance of Emergency Work, unless such Emergency Work is approved pursuant to a written Work Order obtained as provided above. 2.2.3 Routine Work. Routine Work will be completed under Standing Work Orders specifically established for such Routine Work. Contractor and Vendor will collaborate on establishing a process for issuing Standing Work Orders 2.3 Scheduling of Work. A Work Order may be issued by Vernon or requested by Contractor. If requested by Contractor, Contractor shall provide Vernon's Representative with a proposed plan for the performance of Services under a proposed Work. Order by no later than 5 9:00 am PPT on Monday of each week. Each proposed Work Order shall contain the Work Order Requirements. Vernon's Representative shall review such proposed Work Order and approve or make modifications to such proposed Work Order by no later than 2:00 pm on the day such proposed Work Order is provided. Once the Work Order is approved and/or modified by Vernon's Representative, Contractor shall be authorized to perform the Services pursuant to and as set forth in the approved Work Order. The timing for submittal of Work Orders and Vernon's approval or modification of such Work Orders may be changed by mutual agreement of the Parties. 3. DUTIES AND RESPONSIBILITIES 3.1 Independent Contractor and Standard of Care. 3.1.1 Independent Contractor. Contractor shall perform and execute the provisions of the Agreement as an independent contractor to Vernon and shall not in any respect be deemed or act, or hold itself out, as an agent of Vernon for any purpose or reason whatsoever. Contractor is an independent contractor and all of its agents and employees shall be subject solely to the control, supervision, and authority of Contractor. Vernon and Contractor disclaim any intention to create a partnership or joint venture. Contractor shall not be entitled to act for, or have any power or authority to assume any obligation or responsibility on behalf of, Vernon. 3.1.2 Compliance Obligations. Contractor shall perform its obligations hereunder in accordance with and in compliance with the following: (a) Vernon's construction and operation standards and codes, EOP and GOP, General Orders 95, 128, and 165, National Electric Safety Codes, ordinances, rules, regulations, and operating procedures; (b) the requirements under the insurance policies maintained under this Agreement; (c) Good Utility Practices; and (d) all applicable Laws, including Laws promulgated and enforced by NERC and FERC, Governmental Approvals and Permits. Contractor shall use all commercially reasonable efforts, consistent with- Good Utility Practices to perform its obligations hereunder in a manner so as to (i) minimize expenses and liabilities of the Electric System; (ii) optimize the useful life of the Electric System; and (iii) minimize downtime and disruption of the Electric System. 3.2 Services. Contractor shall provide all services and maintenance to keep the Electric System in a safe and reliable condition, in strict accordance with the terms of this Agreement and pursuant to Work Orders issued to Contractor from time to time. Such Services shall include, but not be limited to, the following. 3.2.1 Work to Electric System. At the direction of Vernon, and pursuant to a Work Order, all modifications, extensions, additions and improvements in and to the Electric System, as shall from time to time be required or necessary for the Electric System to serve, in a safe and reliable manner, the electric power requirements of Vernon and its customers, both present and future. Such work shall include: (a) installation of transformers, switches, cutouts, lines and facilities on the 66 kV transmission system and distribution systems as required for repairs, replacements, new customers and system expansion; (b) removal of underground and overhead facilities no longer needed; (c) performance of other work on underground and overhead systems; and (d) Emergency Work. v 3.2.2 Troubleshooting. At the direction of Vernon pursuant to a Work Order, carry out troubleshooting activities, including responding to customer calls and complaints, traveling to various sites in the City of Vernon, assessing and estimating failures or damages, safely restoring service as quickly as possible, and reporting on system and equipment status. 3.2.3 Maintenance. Contractor shall provide, Vernon with monthly maintenance and inspection schedules identifying the location and circuit name of the equipment inspected. Contractor shall maintain and inspect the Electric System pursuant to the requirements of General Order Nos. 95, 128 and 165. The maintenance and inspection schedule shall include the following: (a) insulator washing (transmission, distribution and substations); (b) street lighting inspection; (c) customer substation inspection; (d) manhole and underground cable inspection; (e) pole inspection and testing; (f) distribution circuit inspection; and (g) transmission system inspection. Contractor shall maintain a system database to track and report inspection results and corresponding repairs/correction. All documented work performed shall meet or exceed the requirements of General Order 165. Contractor must submit reports of all inspections to Vernon within thirty (30) days of the completion of such inspection. 3.2.4 New Facilities. If a new facility is to be constructed by Vernon, Contractor shall be allowed an opportunity to submit a bid or proposal to construct such facility. Vernon reserves the right to permit the electric customer requiring such new facility to construct such facility and to negotiate an agreement for the construction of such facility with potential contractors, including Contractor. Vernon shall not be obligated to use Contractor for the construction of such new facility. 3.3 Personnel 3.3.1 Personnel. Contractor shall furnish all labor, personnel and supervision required for the performance of the Services in a safe, productive and efficient manner during the Term, including office and field staff, Contractor shall staff and maintain a construction and operations headquarters within the city limits of the City of Vernon; as shall be required or necessary to meet the needs and requirements of Vernon and its customers, both present and future. Contractor shall ensure its employees are qualified (and if required, licensed, certified or registered) and experienced in the functions to which they are assigned. If requested, Contractor shall provide to Vernon (i) evidence of the competence of such personnel including details of their previous experience and qualifications and (ii) details of the working hours, salary levels and all other matters relating to the employment of Contractor's employees. All individuals engaged by Contractor in the performance of the Services shall be the employees of Contractor or its subcontractors, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Contractor or the applicable subcontractors. Contractor shall, at all times during the Term, have full supervision and control over Contractor's employees and shall at all times maintain appropriate order and discipline among its personnel and shall cause each subcontractor to maintain similar standards with respect to such subcontractor's employees. Upon Vernon's request, Contractor shall provide Vernon with the qualifications of any or all management personnel employed in connection with the Services. If Vernon reasonably deems an employee of Contractor or any subcontractor as under -qualified, disruptive, non -cooperative or otherwise undesirable at the Electric System, 7 Vernon may request the immediate removal of such employee from the performance of the Services and the replacement of such employee for the performance of the Services. 3.3.2 Staffing Levels. Without limiting the foregoing, Contractor shall provide the minimum level of employee staffing set forth in Exhibit B. Such shall be pre -approved by Contractor and shall be dedicated to perform Services on the Electric System. An organization chart reflecting this staffing requirement is attached hereto as Exhibit B-1. Contractor may supplement this level of staffing with the pre -approval of Vernon's Representative, to the extent necessary to perform the Services. Contractor shall not increase or decrease this level of staffing by adding or deleting full-time employees without the prior written approval of Vernon. In the event Vernon wishes to increase or decrease the staffing level provided for herein, Vernon shall be permitted to do so upon providing thirty (30) days written notice to Contractor. Contractor may also supplement this level of staffing through the use of subcontractors, if pre -approved by Vernon, to the extent necessary to perform such Services; provided such subcontractors and subcontracts are approved in advance in writing by Vernon and meet the requirement of Section . 3.3.5. Subject to Section 4.2, Contractor may bill Vernon as a straight pass through with no mark up its costs for such prior approved subcontractors and subcontracts. 3.3.3 Off -Hour Staffing/Emergencies. Contractor shall keep a minimum of one full crew on standby to respond to Emergency calls, troubleshooting calls, and service calls during Off -Hours. Contractor shall provide a weekly list of the dedicated staff that will be available to respond to such calls. Personnel on standby must respond to Vernon within one hour of call out from Station A. Contractor shall bill Vernon two hours per day "Straight Time" per employee on stand by schedule. Contractor shall send a copy of standby call out sheet no later than 08:00 A.M. PPT of each Monday. 3.3.4 Training. Contractor shall send all employees that shall be performing Services on the Electric System to J.A.T.0 training. Contractor shall be compensated for such training expenses. If any such trained employee leaves Contractor before three years after completing the. Journeyman status, Contractor shall reimburse Vernon the total cost of such J.A.T.C. training incurred for such employee. 3.3.5 Subcontractors. Any subcontracting of the Services pursuant to Section 3.3.2 shall not relieve Contractor of any of its duties, liabilities or obligations hereunder, relieve Contractor of its responsibility for the performance of Services rendered by any subcontractor, or create any relationship between Vernon .and any subcontractor. Contractor shall be solely responsible for the payment of any subcontractor and shall be responsible for the acts, omissions ,and errors and defaults of its subcontractors. Each subcontract shall be in writing and shall contain provisions giving Contractor an unrestricted right to assign the subcontract and all benefits, interest, rights and causes of action arising under it to Vernon. At the request of Vernon, Contractor shall provide Vernon with copies of all warranties of each subcontractor relating to any of the Services, and Contractor shall comply with any request by Contractor upon the termination of this Agreement to assign the benefit of any subcontractor warranty to Vernon. 3.4 Reporting and Recording Keeping. E3 3.4.1 Record Keeping & Reporting. Contractor shall maintain service and maintenance records concerning Contractor's performance of the Services and all other books, records, accounts and bank statements, and such invoices, proofs of payment and other materials as Vernon may reasonably request as support thereof related to the performance of the Services, which records shall be properly created and maintained in accordance with generally accepted accounting principles ("Books and Records"). The Books and Records shall include, but not be limited to, the following: . (a) Quarterly Report. A quarterly report submitted to Vernon within fifteen (15) calendar days after the end of each calendar quarter containing sufficient information, detail and documentation as may be requested by Vernon relating to the Services performed for the preceding calendar quarter. (b) Other Reports. Such other reports and/or documentation prepared by Contractor concerning its activities hereunder as may be requested by Vernon from time to time. Contractor shall make such Books and Records availablefor a period of three (3) years following termination or expiration of this Agreement upon no less than seventy-two (72) hours' notice to Contractor, for inspection and audit by Vernon and/or its designated representative, during normal business hours and at the.operations headquarters of Contractor, or other location agreed to by Vernon and Contractor. Contractor shall cooperate in any audit of such request that Vernon may undertake. Upon the expiration or termination of this Agreement, Contractor shall as soon as practicable, but in no event more than sixty (60) days following the date of such expiration or termination, deliver all of the Books and Records to Vernon. 3.5 Health & Safety. Contractor shall ensure that adequate measures are taken to ensure the safety of all personnel and subcontractor personnel performing Services on the Electric System and shall cause such personnel and subcontractor personnel to fully comply with a safety plan prepared by Contractor and approved by Vernon. In addition, prior to performing any Services, all Contractor personnel and subcontractor personnel must receive training from Vernon's personnel on Vernon's Electric Operating Procedures ("EOP") and General Operating Procedures ("GOP"). 3.6 Hazardous Substances. Contractor shall not, nor shall it permit any subcontractor to, bring any Hazardous Substances onto the real property on which the Electric System is located or incorporate any Hazardous Substances into any portion of the Electric System, other than Hazardous Substances to be used by Contractor in a manner that both (i) does not violate any applicable Laws, and (ii) is consistent with Good Utility Practices. Contractor shall, and shall cause each subcontractor to, minimize the use of Hazardous Substances in the performance of its obligations hereunder. Contractor shall provide to Vernon material safety data sheets for any Hazardous Substances brought onto Vernon property. 3.7 Authorized Representative. Within thirty (30) days after the Effective Date, Contractor shall appoint an individual representative authorized and empowered to act for and on behalf of Contractor on all matters concerning this Agreement and Contractor's obligations hereunder, and shall promptly notify Vernon in writing of the identity of such representative. 0 Contractor shall not replace its representative without the prior consent of Vernon. Whenever this Agreement requires the approval, consent or some other action of Contractor, Vernon may rely on the approval of or consent of, or other action taken by, the authorized representative. Notwithstanding the foregoing, Contractor's representative shall not have the authority to amend any of the provisions of this Agreement. 4. VERNON'S DUTIES AND RESPONSIBILITIES. 4.1 Use of City Owned Property. Vernon shall provide Contractor with access to a city -owned building and a storage yard on city -owned property to utilize in connection with the performance of its Services, including for the warehousing of supplies, materials and vehicles. Vernon shall be responsible for maintenance and upkeep of such facilities, including for the procurement and payment of all utilities. 4.2 Materials and Supplies. All materials, supplies, tools, equipment, hardware, uniforms, and personal protective equipment required for the performance of the Services ("Materials and Supplies"), shall be procured by Contractor as follows. Contractor shall first determine whether the Materials and Supplies are available as inventory items from Vernon. If such Materials and Supplies are available, Contractor shall issue a requisition order in Vernon's accounting and reporting EDEN software system. Contractor shall be reimbursed for the costs of such Materials and Supplies as follows: (a) if Contractor is reimbursed by Vernon within twelve (12) Business Days of the issuance of the requisition order in the EDEN system, Contractor shall be reimbursed for the direct costs of such Materials and Supplies without additional overhead or mark-up; (b) if Contractor is not reimbursed for such costs within such twelve (12) Business Day period, Contractor shall be reimbursed the direct costs of such Materials and Supplies, plus a mark-up of ten percent (10%). All Materials and Supplies procured by Contractor shall remain part of inventory of Vernon and shall be logged into Vernon's EDEN inventory database and shall be available for purchase. Upon termination of this Agreement, Contractor shall return all Materials and Supplies to Vernon. 4.3 Vehicles. Vernon may provide Contractor with city -owned vehicles for Contractor's use in connection with performing the Services. If Vernon does not provide vehicles for Contractor's use, Contractor shall provide all vehicles required for the performance of the Services and shall bill Vernon for the use of such vehicles pursuant to the monthly rates agreed upon for such vehicles in the attached Exhibit C. If not provided by Vernon, all service vehicles reasonably. required to fulfill Contractor's obligations hereunder shall be acquired in an expeditious manner and maintained in accordance with Good Utility Practices. Vernon shall provide Contractor with all fuel used in such vehicles in connection with Contractor's performance of the Services. 4.4 Authorized Representative. Within thirty (30) days after the Effective Date, Vernon shall appoint an individual representative ( "Vernon's Representative") authorized and empowered to act for and on behalf of Vernon on all matters concerning. this Agreement and Vernon's obligations hereunder, and shall promptly notify Contractor in writing of the identity of Vernon's Representative. Whenever this Agreement requires the approval, consent or some other action of Vernon, Contractor may rely on the approval of or consent of, or other action 10 taken by, Vernon's Representative. Notwithstanding the foregoing, Vernon's Representative shall not have the authority to amend any of the provisions of this Agreement. 5. COMPENSATION. 5.1 Cost Reimbursement. It is the desire of Vernon to retain contractors having highly qualified linemen; therefore, as an incentive to hire and retain such qualified linemen, Vernon shall reimburse Contractor for up to ten (10) days of vacation days per year for each employee of Contractor performing Services, if Contractor chooses to offer vacation to such employees. Vernon shall reimburse Contractor for: (a) Contractor personnel time performing the Services at the rates ranges set forth on Exhibit D allocable to the Contractor personnel who perform Services under this Agreement; (b) Materials and Supplies in accordance with Section 4.2, (c) the reasonable, direct and documented costs and expenses for rental of equipment not provided by Vernon at the rates set forth in Exhibit C and; (d) the reasonable, direct and documented costs incurred by Contractor solely and directly related to the performance of the Services. The rates set forth in Exhibit D may only be increased during the Term to the extent Contractor's costs increase under the "California Outside Line Construction Agreement between Western Line Constructors Chapter of N.E.C.A. and Local Union No. 47 AFL-CIO International Brotherhood of Electric Workers." Contractor shall provide Vernon with evidence to the satisfaction of Vernon of any such rate changes thirty (30) days prior to the date such rate change becomes effective. All rate changes must be approved by. Vernon City Council prior to becoming effective under this Agreement. All reimbursable expenses shall, require written receipts, invoices and/or timesheets in detail reasonably acceptable to.Vemon. Notwithstanding the following costs and expenses shall not be reimbursable and Contractor will not be entitled to recovery with respect to any of the following: (a) Costs incurred, including time spent by Contractor personnel, not directly supporting the work to be provided hereunder (e.g., administering corporate policies, preparation of corporate training materials, internal financial reporting, financial controls, etc.); (b) Costs to obtain and/or maintain licenses, certification and other permissions of Governmental Authorities to generally conduct business in California or the City of Vernon or elsewhere; (c) Cost of compliance (including . attorneys' fees) with any of Contractor's indemnification obligations as set forth in this Agreement; (d) Dispute resolution expenses related to disputes under this Agreement; (e) Cost of attorney time incurred in relation to amending, negotiating or interpreting this Agreement or resolution of disputes under this Agreement; (f) Bonus, incentive compensation, gratuities (except as incurred as a component of proper business travel or relocation expense), or corporate entertainment expense; 11 (g) Costs or payments incurred or owing by Contractor as a result of or in connection with any mistake, action, inaction or omission constituting gross negligence, fraud or willful or wanton misconduct by Contractor, its personnel, its agents or any Contractor personnel as the case may be; (h) Taxes assessed against Contractor for income tax, corporate tax, profit, franchise, business, personal property and other taxes assessed by a Governmental Authority for or on account of any income or profits accruing to or earned by Contractor in connection with the performance of the services hereunder or any of its operations, or any taxes arising from the employment or independent contractor relationship between Contractor and its personnel; or (i) Fines or penalties imposed on Contractor or its subcontractors in connection with the performance of the services hereunder. 5.2 Payment of Costs and Expenses. On or before the first Business Day (Monday through Thursday only) of each calendar month, Contractor shall submit a "Maintenance and Administration Bill", which bill shall contain current inventory accounting reports and Work Order reports, with sufficient supporting data covering activities engaged in and Services performed by Contractor. All accounting shall comply with FERC accounting principles and Vernon's accounting system. .Contractor in consultation with Vernon shall develop a mutually agreeable form to be used for monthly accounting and reports. Unless the amounts set forth in the Maintenance and Administration Bill are disputed by Vernon in accordance with Section 12.2, Vernon shall pay the amounts due within thirty (30) days after receipt of the Maintenance and Administration Bill. 5.3 Annual Aureeate Expenditure Cap. Notwithstanding anything to the contrary set forth herein, in any year of the Term Vernon shall not authorize, and Contractor shall not incur, costs and expenses exceeding the amount set forth in the budget approved by Vernon's City Council, which amount shall in no event exceed Twelve Million Dollars ($12,000,000) in the aggregate for any year. 6. REPRESENTATIONS AND WARRANTIES 6.1 Contractor hereby represents and warrants to Vernon that: 6.1.1 Organization and Oualification of Contractor. Contractor is a corporation duly formed and validly existing and in good standing under the laws of the State of California. Contractor has the requisite power and authority to carry on its business as it is now being conducted. Contractor is duly qualified or licensed to do business in each jurisdiction where the actions required to be performed by it under this Agreement makes such qualification or licensing necessary. 6.1.2 Authority. Contractor has all requisite power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution and delivery by Contractor of this Agreement, and the performance by Contractor of its obligations hereunder, have been duly and validly authorized by all necessary limited liability company action. This Agreement has been duly and validly executed and delivered by Contractor and constitutes the 12 legal, valid and binding obligation of Contractor enforceable against Contractor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, or by general equitable principles. 6.1.3 No Conflicts: Consents and Approvals. The execution and delivery by Contractor of this Agreement does not, and the performance by Contractor of its obligations under this Agreement will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of Contractor; (b) require any filings, approvals, consents, authorizations or notices with or of any Governmental Authority, or (i) violate or breach any law or any writ, judgment, order of decree in any action in which Contractor is a party or by which Contractor is bound, or (ii) require the consent or approval of any Governmental Authority under any law applicable to Contractor. 6.1.4 Litigation. Contractor is not subject to any judgment, decree, injunction, rule or order of any Governmental Authority or any arbitrator that prohibits the performance of Contractor's obligations hereunder. 6.1.5 Performance. Contractor is skilled and experienced in performing services of the nature required to maintain the Electric System and is qualified to perform all of its obligations hereunder in accordance with the terms and conditions of this Agreement. 7. TERM; DEFAULT; TERMINATION. 7.1 Term of Agreement. This Agreement. shall be effective and enforceable beginning on the Effective Date and continuing thereafter fora period of five (5) years unless earlier terminated in accordance with the provisions hereof or upon mutual agreement of the Parties. Upon mutual agreement of the Parties and approval of the Vernon City Council, the term of this Agreement shall be extended for an additional five (5) years after the expiration of the initial tern ("Term"). 7.2 Termination by Vernon. Vernon shall be entitled to terminate this Agreement by delivery of written notice of termination to Contractor for any of the following events: 7.2.1 Performance Default. Contractor is in material default of its duties and obligations hereunder, which default shall remain uncured thirty (30) days after Contractor shall have received written notice of such failure from Vernon; provided, however, that such cure period shall be extended an additional sixty (60) days if. (a) the nature of such obligation or obligations is such that more than thirty (30) days are required to cure; (b) such breach is susceptible of cure within such additional sixty (60) day period; and (c) Contractor is proceeding with diligence and in good faith to cure such breach. 7.2.2 Bankruptcy or Insolvency_. Any of the following events shall have occurred with respect to Contractor: (i) filing of any petition or action under any bankruptcy, 13 reorganization, insolvency or similar law ("Bankruptcy Law"); (ii) any affirmative act of insolvency (including the consent to the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any assignment for the benefit of creditors or the admission of its inability to pay its debts as they become due); (iii) the filing of an involuntary petition under any Bankruptcy Law which is not dismissed or stayed within sixty (60) days thereafter; or (iv) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter. 7.2.3 Breach of Representations and Warranties. Any representation or warranty made by Contractor in this Agreement contains an untrue or misleading statement of material fact as of the date made and such untrue or misleading statement has, or could have, a material adverse effect on Vernon or on the ability of Contractor to perform its obligations, hereunder, which remains uncured thirty (30) days after Contractor shall have received written notice of such breach from Vernon. 7.3 Remedies. 7.3.1 Damages/Remedies Cumulative. Without limiting the rights of Vernon hereunder, Contractor shall be liable for all damages caused by its default hereunder. In addition to exercising the rights granted in this Section 6, Vernon may exercise, concurrently or separately, any right or remedy or take any action available to Vernon at law or in equity to recover amounts due and unpaid and damages and expenses resulting from a Contractor's breach. In addition, Contractor agrees that damages may be an inadequate remedy for Contractor's default under this Agreement, and that Vernon shall be entitled to seek specific performance, injunctive or other equitable relief against Contractor. 7.4 Procedure upon Termination. Upon termination of this Agreement,the following shall occur: 7.4.1 Dismissal. Except for obligations intended to survive termination, Contractor shall be relieved of any and all obligations hereunder and of all responsibility for and shall perform no further duties or acts with respect to the Electric System, except that Contractor shall (a) promptly turn over to Vernon all Materials and Supplies being used by Contractor in performing its obligations hereunder, (b) return the Books and Records, (c) assign any subcontracts or other agreements with manufacturers, suppliers and vendors, to the extent requested by Vernon, to Vernon or any substitute or replacement contractor, (d) if requested by Vernon, assist Vernon in selecting a substitute or replacement contractor, and (e) if requested by Vernon, cooperate with the new contractor of the Electric Facilities and provide all reasonable assistance to the new contractor as may be requested by Vernon for up to three (3) months. Contractor shall conduct the foregoing activities set forth in this Section 7.4.1 in a manner so as to prevent, limit or mitigate any harm or disruption to the normal operation and maintenance of the Electric System. 7.4:2 menses. Contractor shall issue a final invoice to Vernon for Services rendered under this Agreement or any Work Order for which Contractor has not been paid in accordance with Section 5.1. Vernon shall pay Contractor for such Services; provided Contractor has complied with Section 7.4.1. 14 7.5 Consequential Damages. Vernon shall not be liable for special, incidental, exemplary, indirect, punitive or consequential damages arising out of its performance or non- performance under this Agreement, whether based on or claimed under contract, tort (including Vernon's own negligence) or any other theory at law or in equity. 8. INDEMNIFICATIONANSURANCE. 8.1 Indemnification of Contractor. Contractor shall indemnify, defend and hold harmless Vernon, its directors, officers, partners, employees and agents from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, to the extent caused by (a) the negligent acts, errors or omissions by Contractor or its subcontractors, in the provision of Services pursuant to this Agreement or (b) a breach by Contractor of its obligations hereunder. 8.2 Indemnification of Contractor for Third Party Iniury. Contractor shall also indemnify, defend and hold harmless Vernon, its directors, officers, partners, employees and agents from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, for injuries to person or damage to property to the extent resulting from negligent acts, errors, or omissions by Contractor, its directors, officers, agents and employees in the provision of Services hereunder. 8.3 Environmental Indemnification. Work performed by Contractor, Vernon shall have no liability for, and Contractor agrees to indemnify, defend and hold Vernon, its directors, officers, partners, employees and agents harmless from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, which may at any time be imposed upon, incurred by or asserted or awarded against Vernon arising out of or relating to any Hazardous Substances that are (i) brought onto the real property on which the Electric System is located by Contractor, its subcontractors, agents or employees other than in compliance with Section 3.51 or (ii) released, generated, handled, stored, transported, disposed or discharged by Contractor, its subcontractors, agents or employees in connection with the performance of Services under this Agreement. 8.4 Insurance. Contractor shall, at its own cost, procure, maintain and provide Vernon with acceptable evidence of the types and amounts of insurance specified in Exhibit F. Each policy of insurance shall: (a) be procured and maintained with responsible insurers rated "A VII" or better by A.M. Best, or having a comparable rating from another recognized rating entity; (b) provide that the coverage provided shall not lapse or be canceled, materially changed or not renewed without at least thirty (30) days' prior written notice (or ten (10) days' prior notice if such cancellation is due to failure to pay premiums) to Vernon; (c) provide that Vernon and any of its assignees shall have no liability for the payment of any premiums or commissions for such policy; 15 (d) include an endorsement to the policy naming Vernon, its directors, officers, employees, representatives and agents as additional insureds; (e) include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against Vernon, its directors, officers, employees, representatives and agents; (f) include a severability of interest clause or cross -liability clause; and (g) provide that the insurance is primary with respect to the interests of the Electric System. In addition to the standard certificate of insurance for the policies required by Exhibit F hereunder, proof of insurance will require for each policy, a copy of the policy declaration page for each policy showing that the aforesaid policies are in effect in the required amounts. The limits of insurance coverage shall in no way diminish Contractor's liability. 9. WARRANTY Contractor represents, warrants and covenants that any and all Services rendered under this Agreement shall be performed in accordance with the requirements of this Agreement and shall be free from defects in materials or workmanship (the "Warranty"). The Warranty shall continue in effect for a period of twelve (12) months from the date the Service is completed. If the Services fail to conform to the foregoing Warranty in any respect, Vendor shall promptly notify Contractor and Contractor shall thereafter re -perform the nonconforming services at no cost to Vendor. Any re -performance of Services shall be warranted for an additional twelve (12) months; provided that in no event shall the Warranty exceed twenty-four (24) months following expiration or termination of this Agreement. 10. OWNERSHIP OF DATA, INFORMATION AND DOCUMENTATION All data and information collected and obtained by Contractor relating to Vernon's Electric System shall be the property of Vernon and shall be stored and tiled at the operations headquarters located within the city limits of Vernon. Contractor hereby relinquishes any and all claims of ownership to any and all documents and/or information obtained in performing Services for Vernon relating to Vernon's Electric System. However, Contractor may keep copies of such data, information and documentation as necessary to perform Services hereunder and also for historical purposes. Contractor shall be prohibited from using such data, information or documentation in any way adverse to Vernon, other than for the purposes of litigation between Contractor and Vernon pertaining to this Agreement or the Services provided hereunder. 11. FORCE MAJEURE. 11.1 Limitations. Neither Contractor nor Vernon shall be considered to be in default in the performance of any of its obligations under this Agreement when and to the extent its 16 performance is prevented by a Force Majeure Event that, despite the exercise of due diligence, it is unable to prevent or mitigate, provided that written detailed description of the full particulars of the Force Majeure Event have been given to the other Party hereto reasonably promptly after becoming aware thereof (and in any event within fourteen (14) days after the initial occurrence of the claimed Force Majeure Event), which notice shall include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay. The Party providing such notice shall be excused from fulfilling its obligations under this Agreement (excluding any and all payment obligations) until such time as the Force Majeure Event has ceased to prevent performance or other remedial action is taken, at which time the affected party shall promptly notify the other Party hereto of the resumption of its obligations under this Agreement. 11.2 Expense in Mitigating Damages Caused by an Event of Force Maieure. Contractor shall only be authorized to incur expenses in mitigating the damages to Vernon caused by a Force Majeure Event after receipt of written approval by Vernon of Contractor's written estimate of the additional costs proposed to be incurred thereby. Notwithstanding the above, Contractor may perform Emergency Work as provided for in this Agreement. 12. GENERAL PROVISIONS. 12.1 Dispute Resolution. Disputes under this Agreement between the Parties may be resolved in accordance with the provisions of this Section 12.1. 12.1.1 In- the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 12.1) (a "Dispute"), a Party (the "Notifying Party") may deliver to the other Party (the "Recipient Party") notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a "Dispute Notice"). The Dispute Notice shall include a schedule of the availability of the Notifying Party's senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice, as may be extended by mutual agreement. 12.1.2 The Recipient Party shall within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a schedule of availability of the Recipient Party's senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officer's schedule of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. In the event a Dispute is not resolved pursuant to the procedures set forth in Section 12.1.1 and Section 12.1.2 by the expiration of the thirty (30) day period set forth in Section 12.1.1, as may be extended by mutual agreement, then any Party may pursue any legal remedy available to it in accordance with the provisions of this Agreement. For the avoidance of doubt, a Party may seek injunctive relief or other equitable relief without being required to first proceed with dispute resolution under this Section when the circumstances require expedited relief. 17 12.2 Disputes and Adjustments of Invoices. Vernon may, in good faith, dispute the correctness of any amount contained in a report rendered by Contractor under this Agreement, or adjust any arithmetic or computational error within any such report at any time within thirty (30) days of the . date such report was rendered. In the event an amount in a report is disputed, payment of the undisputed amount shall be made when due, with notice of the objection given to Contractor. Payment of any disputed amount shall not be required until the dispute is resolved in accordance with Section 12.1. Upon resolution of the dispute, any required payment shall be made within five (5) business days of such resolution. 12.3 Construction. This Agreement shall be subject to, governed by, and construed in accordance with the Laws of the State of California. This Agreement shall be construed equally as between the Parties, and shall not be construed against the Party responsible for its drafting. Any obligations referred to herein to be performed at any time after the expiration or termination of this Agreement, and all indemnities and hold harmless agreements provided herein, shall survive the expiration or earlier termination of this Agreement. 12.4 Notices. Any notices, requests or other communications given in connection with this Agreement shall be in writing and sent by facsimile, personally delivered or sent by reputable courier or certified air mail, postage prepaid, addressed to the party to whom it is directed at the addresses set forth in Exhibit E, or at such other addresses as may be designated by notice from such Party. 12.5 Confidentialitv. 12.5.1 Vernon may provide Contractor, or allow Contractor access to, certain information not available to the public concerning, but not limited to Vernon, or businesses located in Vernon. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either Party to this Agreement. 12.5.2 Except as expressly permitted, Contractor shall not disclose, permit the disclosure of, release, disseminate or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental or individual, without the express prior written consent of Vernon. Contractor shall return any written Confidential Information and all copiesmade of such items, to Vernon upon Vernon's written request, but in any event not later than thirty days of the date that Contractor has performed all Services to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor only as. authorized by Vernon. Contractor shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. 12.5.3 Contractor shall immediately notify Vernon of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Contractor may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. lD 12.5.4 In addition to any other remedies that it may have at law or in equity, Vernon shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Contractor acknowledges that in case of such breach or threatened breach of said provisions, Vernon would have no adequate remedy at law 12.6 Non -Solicitation. During the Term, Contractor will not directly or indirectly solicit, approve, endorse, recommend, or accept any other bids or proposals or initiate or participate in any discussions or negotiations with any customer of Vernon, unless Vernon provides, in its sole discretion, advance written consent and agrees that such work will not constitute a conflict of interest. 12.7 Assignment/Change in Control. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Contractor shall not assign or transfer its rights or interests in and to this Agreement without the prior written consent of Vernon, which consent shall be at Vernon's sole discretion. In the event of a change in control of Contractor, Vernon reserves the right, in its sole discretion, to terminate the Agreement by providing notice within thirty days of receipt of a written notice by Contractor that a change in control has occurred. 12.8 Amendments/Waiver. This Agreement may be modified, amended or supplemented only by the mutual written agreement of the Parties hereto. No delay or forbearance by a Party in exercising any right or remedy accruing to such Party upon the occurrence of any breach or default by the other Party under this Agreement shall impair any such right or remedy of such Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver on the part of either Party of any provision or condition of this Agreement must be in writing signed by the Party to be bound by such waiver and shall be effective only to the extent specifically set forth in such writing and shall not limit or affect any rights with respect to any other or future circumstance. 12.9 Third Party Beneficiaries. The covenants contained herein are made solely for the benefit of the Parties hereto, and their respective successors and assigns as permitted herein, and shall not be construed as having been intended to benefit any person or entity who is not a party to this Agreement. 12.10 Further Assurances. Each Party shall, from time to time, execute, cause to be acknowledged and deliver such documents or instruments, and provide such certificates, as the other Party may reasonably request to carry out and fulfill the transactions, and permit the exercise and performance of the rights and obligations, as are contemplated hereunder. Each Party shall cooperate with the Party to fully effectuate the purposes and intent of this Agreement. 12.11 Entire Agreement. This Agreement constitutes the entire agreement of the Parties in connection with the matters included in this Agreement related to the subject matter hereof and all previous agreements, understandings and negotiations (whether written or oral) on 19 those subject matters are hereby superseded and shall have no further effect after the Effective Date. 12.12 Severability. If any provision herein shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such holding or action shall be strictly construed; (b) such provision shall be fully severable; (c) this Agreement shall be construed and enforced as if such provision had never comprised a part hereof; (d) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by its severance from this Agreement; and (e) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible. 12.13 Survival. Termination or expiration of this Agreement (a) shall not relieve any Party of any obligation hereunder which expressly or by implication survives termination hereof, (b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of any Party, shall not relieve a Party of any obligations or liabilities for loss or damage to the other Party, arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination, and (c) applicable provisions of this Agreement will continue in effect after termination to the extent necessary for billing, adjustments, and payments related to the period prior to termination of this Agreement. This Section 12.13, Section 3.4.1(Record Keeping & Reporting), Section 7.3 (Remedies), Section 7.4 (Procedure Upon Termination), Section 7.5 (Limitation of Liability), Article 8, Article 9, and Article 12 shall survive the termination and or expiration of this Agreement. [SIGNATURE PAGE FOLLOWS] 20 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By: Mayor / Mayor Pro-Tem ATTEST: Willard G. Yamaguchi, City Clerk APPROVED AS TO FORM: Willard G. Yamaguchi, Chief Deputy City Attorney Petrelli Electric, Inc., a California corporation Name: Title: [Signature Page to Electric System Service and Maintenance Agreement) EXHIBIT A TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT WORK ORDER REQUIREMENTS Each Work Order to be performed under the Agreement shall contain the following items, as applicable. 1. The Services authorized to be performed by Contractor. 2. The fees and payment schedule for the Services to be performed in accordance with Exhibit C -- Fees for Services. 3. Identification of all critical path milestone events and target completion dates for each. 4. The Deliverables associated with the Services performed under the applicable Work Order. 5. Detailed description of all activities for the Services to be performed by Contractor and the location of each activity. 6. The number of hours, either estimate or firm, required for each activity 7. Specifications for any Equipment to be delivered under the Work Order. 8. Any other terms and conditions that are specific to the Services under the Work Order, including any modifications requested by Vernon's Authorized Representative pursuant to Section 2.3. Exhibit A to Electric System Service and Maintenance Agreement EXHIBIT B TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT MINIMUM STAFFING LEVELS uanti Classification 1 General Manager 1 General Foreman 1 Service Planner 4 Line Foreman 12 Lineman 4 Groundman 2 Troubleshooter 2 Substation Electricians 3 Clerk/Secretary 1 Warehouse 1 Warehouse Pre Fabrication 2 Mechanic 1 Maintenance Worker 1 Account Manager 36 Total Exhibit B to Electric System Service and Maintenance Agreement EXHIBIT B-1 TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Organization Chart 4UAlIECTRIC Organizational Chart Exhibit B-1 to Electric System Service and Maintenance Agreement EXIIIBIT C TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Monthly Equipment Rates Monthly Equipment Rates "•?�'!'t�i�{:5.`"",tYs AWl�ticf F-350 Service Truck F-550 Service Truck 3060 Digger Derrick Standard Bucket Truck Single Man Trouble Bucket Truck --A-Class 80-ft.-Bucket Truck---- A-Class 105 ft. Material Handler Bucket Truck Altec 35 Ton Crane Tractor Trailer Lowbed Cat R80 Forklift Sherman Reilly PT3366 Puller Sherman Reilly Duct Dawg Ingersol Rand Compressor 300 KW Generator 25 KW Generator Light Tower Arrow Board " Hourly rate $ 1,680.00 $ 2,210.00 $ 5,280.00 $ 5,120.00 $ 3,200.00 $ 12,400.00 $ 6,400.00 $ 265.00 $ 2,100.00 $ 2,400.00 $ 2,400.00 $ 840.00 $ 910.00 $ 260.00 $ 800.00 $ 390.00 a T .'�; , $ 8,400.00 $ 4,420.00 $ 15,840.00 $ 15,360.00 $ 6,400.00 23,600.00 $ 12,400.00 $ 6,400.00 N/A $ 2,100.00 $ . 2,400.00 $ 2,400.00 $ 840.00 $ 910.00 $ 260.00 $ 800.00 $ 1,560.00 Exhibit C to Electric System Service and Maintenance Agreement EXHIBIT D TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Fully Burdened Labor Rates General Manager $106.92/hr $174.00/hr Account Manager $96.20/hr $158.00/hr General Foreman $106.92/hr $174.00/hr Service Planner $95.00/hr $152.00/hr Line Foreman $101.52/hr $170.00/hr Lineman $96.20/hr $158.00/hr Groundman $72.80/hr $111.00/hr Troubleshooter $96.20/hr $158.00/hr Substation Electrician $96.20/hr $158.00/hr Clerk Secretary $50.76/hr $72.00/hr Warehouse $72.80/hr $111.00/hr Warehouse Pre -Fabrication $72.80/hr $111.00/hr Mechanic $78.00/hr $116.00/hr Maintenance Worker $76.00/hr $115.00/hr Exhibit D to Electric System Service and Maintenance Agreement EXHIBIT E TO ELECTRIC SYSTEM AND SERVICE AND MAINTENANCE AGREEMENT NOTICES If to Vernon: CITY OF VERNON 4305 Santa Fe Avenue Vernon, California 90058 Attn: Director of Light and Power Copy to: Attn: City Attorney If to Contractor: Attn: Exhibit E to Electric System Service and Maintenance Agreement EXHIBIT F TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT INSURANCE REQUIREMENTS Contractor shall maintain the following insurance types in the following amounts: (a) comprehensive general liability insurance, covering bodily injury and property damage, operations, contractual and personal injury liability, with limits of not less than $2,000,000 per occurrence, $5,000,000 annual aggregate; (b) all forms and types of insurance required by applicable Law with respect to employees, including workers compensation and liability benefits 4risurance and employers liability insurance, in amounts of $1,000,000 aggregate, or the amount required by applicable Law; (c) automobile liability insurance, including, but not limited to, coverage for owned, non -owned and hired automobiles with a minimum of $1,000,000 annual aggregate, covering automobiles used by Contractor in connection with the service and maintenance of the Electric System. 5649179_3 Exhibit F to Electric System Service and Maintenance Agreement OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 July 26, 2012 Sal Petrelli, Vice President Petrelli Electric, Inc. 11615 Davenport Road Agua Dulce, CA 91390 Re: Electric System Maintenance Agreement Dear Mr. Petrelli: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement, as referenced above, approved by City Council on July 17, 2012, through Resolution No. 2012-139. If you have any questions regarding this matter, please call Mr. Carlos Fandino at 323/583-8811 ext. 834. Very ly yours, WI ARD G. AM I City Clerk WGY:dj Enclosure c: Carlos Fandino Javier Valdez Purchasing Department Resolution No. 2012-139 Agreement File No. 12-065 (Exclusively Industrial ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT This Electric System Service and Maintenance Agreement (this "Agreement') is dated as of July 17, 2012 the ("Effective Date"), by and between CITY OF VERNON, a California municipal corporation ("Vernon"), 4305 Santa Fe Avenue, Vernon, CA 90058, and PETRELLI ELECTRIC, INC., a California Corporation ("Contractor"). RECITALS: A. Vernon is the owner of transmission and distribution facilities that provide electric service to the City of Vernon; B. Contractor has expertise and knowledge in the maintenance and service of electrical infrastructure, including transmission and distribution facilities; and C. From the Effective Date and for the Term (as defined below), Vernon desires to engage Contractor and Contractor desires to accept said engagement to perform the maintenance and service on the Electric System (as defined below), pursuant to the directives of Vernon and under the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements contained herein, the parties do hereby agree as follows: DEFINITIONS; INTERPRETATION. 1.1 Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in this Section 1.1. "Agreement" shall have the meaning set forth in the introductory paragraph. "Bankruptcy Law" shall have the meaning set forth in Section 7.2.2. "Books and Records" shall have the meaning set forth in Section 3.4.1. "Business Day", means every day other than a Saturday, Sunday or a day which is a legal holiday in the State of California. "Confidential Information" shall have the meaning set forth in Section 12.5.1 "Deliverables" means written materials created, written, or developed for Vernon and delivered to Vernon in connection with the Services. "Effective Date" shall have the meaning set forth in the introductory paragraph. "Electric System" means all electric transmission and distribution facilities and other electrical infrastructure now owned or hereafter owned by Vernon that is used for providing electric service in Vernon, including the 66 kV transmission system, overhead and underground distribution systems, substations, street lighting systems, transformers and service lines. "Emergency" means a situation in which a Party reasonably believes immediate action is necessary to prevent regulatory non-compliance, bodily injury, loss of life, interruption in the transmission or distribution of electricity, or damage to the environment or to property, including the Electric System. "Emergency Work" means the Services required to (i) respond to Emergency calls as set forth in Section 3.3.3 and (ii) prevent or mitigate as much as practicable any threatened damage, injury or loss caused by an Emergency affecting the safety or protection of Persons or endangering any property, including the Electric System. "Environmental Law" means all Laws relating to (i) land use and environmental matters, (ii) the control of any pollutant, or protection of the air, water, or land, (iii) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation, (iv) exposure to hazardous, toxic or other harmful substances, and (v) the protection and enhancement of the environment. "EOP" shall have the meaning set forth in Section 3.5. "FERC" means the Federal Energy Regulatory Commission, and any successor to the function thereof. "Force Majeure Event" means any act of God, labor disturbance, act of the public enemy, war; insurrection, riot, fire, storm or flood, explosion, or any order, regulation or restriction imposed by governmental,. military or lawfully established civilian authorities (i) which prevents one Party from performing any of its obligations under this Agreement, (ii) which could not reasonably be anticipated as of the date of this Agreement, (iii) which is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or affiliate of that Party, or any Person under the control of that Party), and (iv) which by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided nothing in this clause (iv) shall be construed so as to require any Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved. Without limiting the generality of the foregoing, a Force Majeure Event does not include any of the following: (1) events arising from the failure by Contractor or any of its personnel or subcontractors to provide the services required to be provided hereunder, including to maintain the Electric System in accordance with this Agreement; (2) any increase of any kind in any cost; (3) delays in or inability of a Party to obtain financing or other economic hardship of any kind; (4) failure of third parties to provide goods or services essential to a Party's performance; (5) Electric System failure or equipment failure of any kind; or (6) any changes in the financial condition of a Party, or any subcontractor or supplier affecting the affected Party's ability to perform its obligations under this Agreement. 2 "Good Utility Practices" means any of the practices, methods, standards, and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practices is not intended to be any one of a number of the optimum practices, methods, standards or acts to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the region. "GOP" shall have the meaning set forth in Section 3.5. "Governmental Approval" means any authorization, consent, approval, license, ruling, permit, tariff, certification, exemption, filing, variance, order, judgment, decree, declaration or publication of, notices to, or registration by or with any Governmental Authority having jurisdiction over the Electric System. "Governmental Authority" means any national, state or local government, any political subdivision thereof or any other governmental, judicial,. public, or statutory instrumentality, authority, body, agency, bureau or entity or any arbitrator with authority to bind a Party at Law. "Hazardous Substances" means any chemicals, materials, substances, or items in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are listed or regulated as hazardous, toxic or dangerous, or for which liability or standards of care are imposed, under any Environmental Law, including petroleum products, asbestos, polychlorinated biphenyls, coal combustion by-products, urea formaldehyde foam insulation, lead -containing paints or coatings, and any substances included in the definition of "hazardous debris," "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "pollutants," "contaminants" or words of similar import, under any Environmental Laws. . "Law" means (i) any statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, mandatory standards or criteria, or other governmental restriction or any similar form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereafter in effect or (ii) any requirements or conditions on or with respect to the issuance, maintenance or renewal of any Governmental Approval or applications therefor, whether now or hereafter in effect. "Materials and Supplies" shall have the meaning set forth in Section 4.2. "NERC" means the North American Electricity Reliability Corporation or its successor thereto. "Off -Hours" means the hours between 3:30 PM and 7:00 AM on any Business Day and the hours between 00:00, PPT and 23:00, PPT, on any day other than a Business Day. 3 "Pacific Prevailing Time" means Pacific Standard Time or Pacific Daylight Time, as applicable. "Party" or "Parties" means individually Vernon or Contractor, and collectively Vernon and Contractor. "Permits" means any permits, approvals and authorizations issued by any Governmental Authority to, or obtained by, Vemon, which are necessary to operate and maintain the Electric System. "Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision. "Routine Work" means routine maintenance work, including line patrol, switching, replacement of minor components, minor modifications and additions, and other routine work normally required on electric utility systems, consistent with Good Utility Practices.. "Services" means all of the services and maintenance to be performed to maintain the Electric System in a safe and reliable condition pursuant to the requirements of this Agreement, including, switching, performing routine and emergency repairs, maintenance and construction on the Electric System and the other services specified in Article 3 of this Agreement. "Standing Work Order" means a Work Order for Routine Work that has been pre - approved and established by Contractor and Vernon and authorizes Contractor to perform Routine Work thereunder. "Term" shall have the meaning set forth in Section 7.1. "Work Order" shall have the meaning set forth in Section 2.2. "Vernon's Representative" shall have the meaning set forth in Section 4.4. 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; the definitions of terms apply equally to the singular and plural forms of the terms defined; (b) reference to any Person includes such Person's successors and assigns but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other; (d) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition; (f) "hereunder", "hereof', "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof; (g) "including" (and with correlative meaning "include") means 13 including without limiting the generality of any description preceding such term; (h) relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding" and "through" means "through and including'; (i) reference to time shall always refer to Pacific Prevailing Time; and Q) reference to any "day" shall mean a calendar day unless otherwise indicated. 2. ENGAGEMENT; WORK ORDERS. 2.1 General. Subject to the terms and conditions of this Agreement, Vernon hereby engages Contractor, and Contractor hereby accepts such engagement to perform the Services pursuant to the terms of this Agreement, as an independent contractor and not as an agent or employee of Vernon during the Term. 2.2 Work Orders. All of the Services shall be performed pursuant to a work order ("Work Order"), issued by Vernon from time to time in accordance with the requirements of this Agreement. The Work Order shall include, as applicable, the requirements set forth on Exhibit A ("Work Order Requirements"). Nothing in this Agreement shall obligate Vernon to issue a Work Order. Prior to initiating any Services, other than Emergency Work or Routine Work, Contractor shall obtain written authorization from Vernon pursuant to a Work Order for the proposed Services. Work Orders shall be issued for the following categories: 2.2.1 Major Work. Any major modifications, extensions, additions or improvements to the Electric System, including work that requires structural replacement, such as poles; switches and transformers, and large maintenance jobs estimated to take more than one crew day, ("Major Work") shall be performed pursuant to a Work Order for Major Work. As - built documentation identified all Major Work performed and any other Deliverables specified in the Work Order shall be provided to Vernon promptly following completion of the Major Work. 2.2.2 Emergency Work. Contractor shall mobilize and commence Emergency Work in response to emergency calls within one hour of receipt of any call for Emergency Work pursuant to Section 3.3.3 and shall seek a written Work Order for such Emergency Work by 9:00 a.m. PPT on the next Business Day after the Emergency Work is initiated. All other Emergency Work shall be performed by Contractor as soon as possible following an Emergency. Contractor shall telephonically notify Vernon of any Emergency discovered by Contractor as soon as practicable following the occurrence thereof, and shall seek a written Work Order for such Emergency Work by 9:00 a.m. PPT on the next Business Day after the Emergency Work is initiated. As -built information shall be provided upon completion of such Emergency Work. Contractor shall not be entitled to payment for performance of Emergency Work, unless such Emergency Work is approved pursuant to a written Work Order obtained as provided above. 2.2.3 Routine Work. Routine Work will be completed under Standing Work Orders specifically established for such Routine Work. Contractor and Vendor will collaborate on establishing a process for issuing Standing Work Orders 2.3 Scheduling of Work. A Work Order may be issued by Vernon or requested by Contractor. If requested by Contractor, Contractor shall provide Vernon's Representative with a proposed plan for the performance of Services under a proposed Work Order by no later than E 9:00 am PPT on Monday of each week. Each proposed Work Order shall contain the Work Order Requirements. Vernon's Representative shall review such proposed Work Order and approve or make modifications to such proposed Work Order by no later than 2:00 pm on the day such proposed Work Order is provided. Once the Work Order is approved and/or modified by Vernon's Representative, Contractor shall be authorized to perform the Services pursuant to and as set forth in the approved Work Order. The timing for submittal of Work Orders and Vernon's approval or modification of such Work Orders may be changed by mutual agreement of the Parties. 3. DUTIES AND RESPONSIBILITIES 3.1 Independent Contractor and Standard of Care. 3.1.1 Independent Contractor. Contractor shall perform and execute the provisions of the Agreement as an independent contractor to Vernon and shall not in any respect be deemed or act, or hold itself out, as an agent of Vernon for any purpose or reason whatsoever. Contractor is an independent contractor and all of its agents and employees shall be subject solely to the control, supervision, and authority of Contractor. Vernon and Contractor disclaim any intention to create a partnership or joint venture. Contractor shall not be entitled to act for, or have any power or authority to assume any obligation or responsibility on behalf of, Vernon. 3.1.2 Compliance Obli atg ions. Contractor shall perform its obligations hereunder in accordance with and in compliance with the following: (a) Vernon's construction and operation standards and codes, EOP and GOP, General Orders 95, 128, and 165, National Electric Safety Codes, ordinances, rules, regulations, and operating procedures; (b) the requirements under the insurance policies maintained under this Agreement; (c) Good Utility Practices; and (d) all applicable Laws, including Laws promulgated and enforced by NERC and FERC, Governmental Approvals and Permits. Contractor shall use all commercially reasonable efforts, consistent with Good Utility Practices to perform its obligations hereunder in a manner so as to (i) minimize expenses and liabilities of the Electric System; (ii) optimize the useful life of the Electric System; and (iii) minimize downtime and disruption of the Electric System. 3.2 Services. Contractor shall provide all services and maintenance.to keep the Electric System in a safe and reliable condition, in strict accordance with the terms of this Agreement and pursuant to Work Orders issued to Contractor from time to time. Such Services shall include, but not be limited to, the following. 3.2.1 Work to Electric System. At the direction of Vernon, and pursuant to a Work Order, all modifications, extensions, additions and improvements in and to the Electric System, as shall from time to time be required or necessary for the Electric System to serve, in a safe and reliable manner, the electric power requirements of Vernon and its customers, both present and future. Such work shall include: (a) installation of transformers, switches, cutouts, lines and facilities on the 66 kV transmission system and distribution systems as required for repairs, replacements, new customers and system expansion; (b) removal of underground and overhead facilities no longer needed; (c) performance of other work on underground and overhead systems; and (d) Emergency Work. M 3.2.2 Troubleshooting. At the direction of Vernon pursuant to a Work Order, carry out troubleshooting activities, including responding to customer calls and complaints, traveling to various sites in the City of Vernon, assessing and estimating failures or damages, safely restoring service as quickly as possible, and reporting on system and equipment status. 3.2.3 Maintenance. Contractor shall provide Vernon with monthly maintenance and inspection schedules identifying the location and circuit name of the equipment inspected. Contractor shall maintain and inspect the Electric System pursuant to the requirements of General Order Nos. 95, 128 and 165. The maintenance and inspection schedule shall include the following: (a) insulator washing (transmission, distribution and substations); (b) street lighting inspection; (c) customer substation inspection; (d) manhole and underground cable inspection; (e) pole inspection and testing; (f) distribution circuit inspection; and (g) transmission system inspection. Contractor shall maintain a system database to track and report inspection results and corresponding repairs/correction. All documented work performed shall meet or exceed the requirements of General Order 165. Contractor must submit reports of all inspections to Vernon within thirty (30) days of the completion of such inspection. 3.2.4 New Facilities. If a new facility is to be constructed by Vernon, Contractor shall be allowed an opportunity to submit a bid or proposal to construct such facility. Vernon reserves the right to permit the electric customer requiring such new facility to construct such facility and to negotiate an agreement for the construction of such facility with potential contractors, including Contractor. Vernon shall not be obligated to use Contractor for the construction of such new facility. 3.3 Personnel 3.3.1 Personnel. Contractor shall furnish all labor, personnel and supervision required for the performance of the Services in a safe, productive and efficient manner during the Term, including office and field staff; Contractor shall staff and maintain a construction and operations headquarters within the city limits of the City of Vernon, as shall be required or necessary to meet the needs and requirements of Vernon and its customers, both present and future. Contractor shall ensure its employees are qualified (and if required, licensed, certified or registered) and experienced in the functions to which they are assigned. If requested, Contractor shall provide to Vernon (i) evidence of the competence of such personnel including details of their previous experience and qualifications and (ii) details of the working hours, salary levels and all other matters relating to the employment of Contractor's employees. All individuals engaged by Contractor in the performance of the Services shall be the employees of Contractor or its subcontractors, and their working hours, rates of compensation and all other matters relating to their employment shall be determined solely by Contractor or the applicable subcontractors. Contractor shall, at all times during the Term, have full supervision and control over Contractor's employees and shall at all times maintain appropriate order and discipline among its personnel and shall cause each subcontractor to maintain similar standards with respect to such subcontractor's employees. Upon Vernon's request, Contractor shall provide . Vernon with the qualifications of any or all management personnel employed in connection with the Services. If Vernon reasonably deems an employee of Contractor or any subcontractor as under -qualified, disruptive, non -cooperative or otherwise undesirable at the Electric System, WA Vernon may request the immediate removal of such employee from the performance of the Services and the replacement of such employee for the performance of the Services. 3.3.2 Staffing Levels. Without limiting the foregoing, Contractor shall provide the minimum level of employee staffing set forth in Exhibit B. Such shall be pre -approved by Contractor and shall be dedicated to perform Services on the Electric System. An organization chart reflecting this staffing requirement is attached hereto as Exhibit B-1. Contractor may supplement this level of staffing with the pre -approval of Vernon's Representative, to the extent necessary to perform the Services. Contractor shall not increase or decrease this level of staffing by adding or deleting full-time employees without the prior written approval of Vernon. In the event Vernon wishes to increase or decrease the staffing level provided for herein, Vernon shall be permitted to do so upon providing thirty (30) days written notice to Contractor. Contractor may also supplement this level of staffing through the use of subcontractors, if pre -approved by Vernon, to the extent necessary to perform such Services; provided such subcontractors and subcontracts are approved in advance in writing by Vernon and meet the requirement of Section 3.3.5. Subject to Section 4.2, Contractor may bill Vernon as a straight pass through with no mark up its costs for such prior approved subcontractors and subcontracts. 3.3.3 Off -Hour Staffing(Emergencies. Contractor shall keep a minimum of one full crew on standby to respond to Emergency calls, troubleshooting calls, and service calls during Off -Hours. Contractor shall provide a weekly list of the dedicated staff that will be available to respond to such calls. Personnel on standby must respond to Vernon within one hour of call out from Station A. Contractor shall bill Vernon two hours per day "Straight Time" per employee on stand by schedule. Contractor shall send a copy of standby call out sheet no later than 08:00 A.M. PPT of each Monday. 3.3.4 Training. Contractor shall send all employees that shall be performing Services on the Electric System to J.A.T.0 training. Contractor shall be compensated for such training expenses. If any such trained employee leaves Contractor before three years after completing the Journeyman status, Contractor shall reimburse Vernon the total cost of such J.A.T.C. training incurred for such employee. 3.3.5 Subcontractors. Any subcontracting of the Services pursuant to Section 3.3.2 shall not relieve Contractor of any of its duties, liabilities or obligations hereunder, relieve Contractor of its responsibility for the performance of Services rendered by any subcontractor, or create any relationship between Vernon and any subcontractor. Contractor shall be solely responsible for the payment of any subcontractor and shall be responsible for the acts, omissions and errors and defaults of its subcontractors. Each subcontract shall be in writing and shall contain provisions giving Contractor an unrestricted right to assign the subcontract and all benefits, interest, rights and causes of action arising under it to Vernon. At the request of Vernon, Contractor shall provide Vernon with copies of all warranties of each subcontractor relating to any of the Services, and Contractor shall comply with any request by Contractor upon the termination of this Agreement to assign the benefit of any subcontractor warranty to Vernon. 3.4 Reporting and Recordine Keeaine. E? 3.4.1 Record Keeping & Reporting. Contractor shall maintain service and maintenance records concerning Contractor's performance of the Services and all other books, records, accounts and bank statements, and such invoices, proofs of payment and other materials as Vernon may reasonably request as support thereof related to the performance of the Services, which records shall be properly created and maintained in accordance with generally accepted accounting principles ("Books and Records"). The Books and Records shall include, but not be limited to, the following: (a) Quarterly Report. A quarterly report submitted to Vernon within fifteen (15) calendar days after the end of each calendar quarter containing sufficient information, detail and documentation as may. be requested by Vernon relating to the Services performed for the preceding calendar quarter. (b) Other Resorts. Such other reports and/or documentation prepared by Contractor concerning its activities hereunder as may be requested by Vernon from time to time. Contractor shall make such Books and Records available for a period of three (3) years following termination or expiration of this Agreement upon no less than seventy-two (72) hours' notice to Contractor, for inspection and audit by Vernon and/or its designated representative, during normal business hours and at the operations headquarters of Contractor, or other location agreed to by Vernon and Contractor. Contractor shall cooperate in any audit of such request that Vernon may undertake. Upon the expiration or termination of this Agreement, Contractor shall as soon as practicable, but in no event more than sixty (60) days following the date of such expiration or termination, deliver all of the Books and Records to Vernon. 3.5 Health & Safety. Contractor shall ensure that adequate measures are taken to ensure the safety of all personnel and subcontractor personnel performing Services on the Electric System and shall cause such personnel and subcontractor personnel to fully comply with a safety plan in by Contractor and approved by Vernon. In addition, prior to performing any Services, all Contractor personnel and subcontractor personnel must receive training from Vernon's personnel on Vernon's Electric Operating Procedures ("EOP") and General Operating Procedures ("GOP"). 3.6 Hazardous Substances. Contractor shall not, nor shall it permit any subcontractor to, bring any Hazardous Substances onto the real property on which the Electric System is located or incorporate any Hazardous Substances into any portion of the Electric System, other than Hazardous Substances to be used by Contractor in a manner that both (i) does not violate any applicable Laws, and (ii) is consistent with Good Utility Practices. Contractor shall, and shall cause each subcontractor to, minimize the use of Hazardous Substances in the performance of its obligations hereunder. Contractor shall provide to Vernon material safety data sheets for any Hazardous Substances brought onto Vernon property. 3.7 Authorized Representative. Within thirty (30) days after the Effective Date, Contractor shall appoint an individual representative authorized and empowered to act for and on behalf of Contractor on all matters concerning this Agreement and Contractor's obligations hereunder, and shall promptly notify Vernon in writing of the identity of such representative. E Contractor shall not replace its representative without the prior consent of Vernon. Whenever this Agreement requires the approval, consent or some other action of Contractor, Vernon may rely on the approval of or consent of, or other action taken by, the authorized representative. Notwithstanding the foregoing, Contractor's representative shall not have the authority to amend any of the provisions of this Agreement. 4. VERNON'S DUTIES AND RESPONSIBILITIES. 4.1 Use of City Owned Property. Vernon shall provide Contractor with access to a city -owned building and a storage yard on city -owned property to utilize in connection with the performance of its Services, including for the warehousing of supplies, materials and vehicles. Vernon shall be responsible for maintenance and upkeep of such facilities, including for the procurement and payment of all utilities. 4.2 Materials and Supplies. All materials, supplies, tools, equipment, hardware, uniforms, and personal protective equipment required for the performance of the Services ("Materials and Supplies"), shall be procured by Contractor as follows. Contractor shall first determine whether the Materials and Supplies are available as inventory items from Vernon. If such Materials and Supplies are available, Contractor shall issue a requisition order in Vernon's accounting and reporting EDEN software system. Contractor shall be reimbursed for the costs of such Materials and Supplies as follows: (a) if Contractor is reimbursed by Vernon within twelve (12) Business Days of the issuance of the requisition order in the EDEN system, Contractor shall be reimbursed for the direct costs of such Materials and Supplies without additional overhead or mark-up; (b) if Contractor is not reimbursed for such costs within such twelve (12).Business Day period, Contractor shall be reimbursed the direct costs of such Materials and Supplies, plus a mark-up of ten percent (10%). All Materials and Supplies procured by Contractor shall remain part of inventory of Vernon and shall be logged into Vernon's EDEN inventory database and shall be available for purchase. Upon termination of this Agreement, Contractor shall return all Materials and Supplies to Vernon. 4.3 Vehicles. Vernon may provide Contractor with city -owned vehicles for Contractor's use in connection with performing the Services. If Vernon does not provide vehicles for Contractor's use, Contractor shall provide all vehicles required for the performance of the Services and shall bill Vernon for the use of such vehicles pursuant to the monthly rates agreed upon for such vehicles in the attached Exhibit C. If not provided by Vernon, all service vehicles reasonably required to fulfill Contractor's obligations hereunder shall be acquired in an expeditious manner and maintained in accordance with Good Utility Practices. Vernon shall provide Contractor with all fuel used in such vehicles in connection with Contractor's performance of the Services. 4.4 Authorized Representative. Within thirty (30) days after the Effective Date, Vernon shall appoint an individual representative ( "Vernon's Representative") authorized and empowered to act for and on behalf of Vernon on all matters concerning this Agreement and Vernon's obligations hereunder, and shall promptly notify Contractor in writing of the identity of Vernon's Representative. Whenever this Agreement requires the approval, consent or some other action of Vernon, Contractor may rely on the approval of or consent of, or other action 10 taken by, Vernon's Representative. Notwithstanding the foregoing, Vernon's Representative shall not have the authority to amend any of the provisions of this Agreement. 5. COMPENSATION. 5.1 Cost Reimbursement. It is the desire of Vernon to retain contractors having highly qualified linemen; therefore, as an incentive to hire and retain such qualified linemen, Vernon shall reimburse Contractor for up to ten (10) days of vacation days per year for each employee of Contractor performing Services, if Contractor chooses to offer vacation to such employees. Vernon shall reimburse Contractor for: (a) Contractor personnel time performing the Services at the rates ranges set forth on Exhibit D allocable to the Contractor personnel who perform Services under this Agreement; (b) Materials and Supplies in accordance with Section (c) the reasonable, direct and documented costs and expenses for rental of equipment not provided by Vernon at the rates set forth in Exhibit C and; (d) the reasonable, direct and documented costs incurred by Contractor solely and directly related to the performance of the Services. The rates set forth in Exhibit D may only be increased during the Term to the extent Contractor's costs increase under the "California Outside Line Construction Agreement between Western Line Constructors Chapter of N.E.C.A. and Local Union No. 47 AFL-CIO International Brotherhood of Electric Workers." Contractor shall provide Vernon with evidence to the satisfaction of Vernon of any such rate changes thirty (30) days prior to the date such rate change becomes effective. All rate changes must be approved by Vernon City Council prior to becoming effective under this Agreement. All reimbursable expenses shall, require written receipts, invoices and/or timesheets in detail reasonably acceptable to Vernon. Notwithstanding the following costs and expenses shall not be reimbursable and Contractor will not be entitled to recovery with respect to any of the following: (a) Costs incurred, including time spent by Contractor personnel, not directly supporting the work to be provided hereunder (e.g., administering corporate policies, preparation of corporate training materials, internal financial reporting, financial controls, etc.); (b) Costs to obtain and/or maintain licenses, certification and other permissions of Governmental Authorities to generally conduct business in California or the City of Vernon or elsewhere; (c) Cost of compliance (including attorneys' fees) with any of Contractor's indemnification obligations as set forth in this Agreement; (d) Dispute resolution expenses related to disputes under this Agreement; (e) Cost of attorney time incurred in relation to amending, negotiating or interpreting this Agreement or resolution of disputes under this Agreement; (f) Bonus, incentive compensation, gratuities (except as incurred as a component of proper business travel or relocation expense), or corporate entertainment expense; 11 (g) Costs or payments incurred or owing by Contractor as a result of or in connection with. any mistake, action, inaction or omission constituting gross negligence, fraud or willful or wanton misconduct by Contractor, its personnel, its agents or any Contractor personnel as the case may be; (h) Taxes assessed against Contractor for income tax, corporate tax, profit, franchise, business, personal property and other taxes assessed by a Governmental Authority for or on account of any income or profits accruing to or earned by Contractor in connection with the performance of the services hereunder or any of its operations, or any taxes arising from the employment or independent contractor relationship between Contractor and its personnel; or (i) Fines or penalties imposed on Contractor or its subcontractors in connection with the performance of the services hereunder. 5.2 Payment of Costs and Expenses. On or before the first Business Day (Monday through Thursday only) of each calendar month, Contractor shall submit a "Maintenance and Administration Bill", which bill shall contain current inventory accounting reports and Work Order reports, with sufficient supporting data covering activities engaged in and Services performed by Contractor. All accounting shall comply with FERC accounting principles and Vernon's accounting system. Contractor in consultation with Vernon shall develop a mutually agreeable form to be used for monthly accounting and reports. Unless the amounts set forth in the Maintenance and Administration Bill are disputed by Vernon in accordance with Section 12.2, Vernon shall pay the amounts due within thirty (30) days after receipt of the Maintenance and Administration Bill. 5.3 Annual Aeare¢ate Expenditure Cap. Notwithstanding anything to the contrary set forth herein, in any year of the Term Vernon shall not authorize, and Contractor shall not incur, costs and expenses exceeding the amount set forth in the budget approved by Vernon's City Council, which amount shall in no event exceed Twelve Million Dollars ($12,000,000) in the aggregate for any year. 6. REPRESENTATIONS AND WARRANTIES 6.1 Contractor hereby represents and warrants to Vernon that: 6.1.1 Organization and Oualification of Contractor. Contractor is a corporation duly formed and validly existing and in good standing under the laws of the State of California. Contractor has the requisite power and authority to cant' on its business as it is now being conducted. Contractor is duly qualified or licensed to do business in each jurisdiction where the actions required to be performed by it under this Agreement makes such qualification or licensing necessary. 6.1.2 Authority. Contractor has all requisite power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution and delivery by Contractor of this Agreement, and the performance by Contractor of its obligations hereunder, have been duly and validly authorized by all necessary limited liability company action. This Agreement has been duly and validly executed and delivered by Contractor and constitutes the 12 legal, valid and binding obligation of Contractor enforceable against Contractor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, or by general equitable principles. 6.1.3 No Conflicts: Consents and Approvals. The execution and delivery by Contractor of this Agreement does not, and the performance by Contractor of its obligations under this Agreement will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of Contractor; (b) require any filings, approvals, consents, authorizations or notices with or of any Governmental Authority, or (i) violate or breach any law or any writ, judgment, order of decree in any action in which Contractor is a party or by which Contractor is bound, or (ii) require the consent or approval of any Governmental Authority under any law applicable to Contractor. 6.1.4 Litigation. Contractor is not subject to any judgment, decree, injunction, rule or order of any Governmental Authority or any arbitrator that prohibits the performance of Contractor's obligations hereunder. 6.1.5 Performance. Contractor is skilled and experienced in performing services of the nature required to maintain the Electric System and is qualified to perform all of its obligations hereunder in accordance with the terms and conditions of this Agreement. 7. TERM; DEFAULT; TERMINATION. 7.1 Term of Agreement. This Agreement shall be effective and enforceable beginning on the Effective Date and continuing thereafter for a period of five (5) years unless earlier terminated in accordance with the provisions hereof or upon mutual agreement of the Parties. Upon mutual agreement of the Parties and approval of the Vernon City Council, the term of this Agreement shall. be extended for an additional five (5) years after the expiration of the initial term ("Term"). 7.2 Termination by Vernon. Vernon shall be entitled to terminate this Agreement by delivery of written notice of termination to Contractor for any of the following events: 7.2.1 Performance Default. Contractor is in material default of its duties and obligations hereunder, which default shall remain uncured thirty (30) days after Contractor shall have received written notice of such failure from Vernon; provided, however, that such cure period shall be extended an additional sixty (60) days if: (a) the nature of such obligation or obligations is such that more than thirty (30) days are required to cure; (b) such breach is susceptible of cure within such additional sixty (60) day period; and (c) Contractor is proceeding with diligence and in good faith to cure such breach. 7.2.2 Bankruptcy or Insolvency. Any of the following events shall have occurred with respect to Contractor: (i) filing of any petition or action under any bankruptcy, 13 reorganization, insolvency or similar law ("Bankruptcy Law"); (ii) any affirmative act of insolvency (including the consent to the entry of an order for relief in an involuntary case, consent to the appointment of a receiver, any assignment for the benefit of creditors or the admission of its inability to pay its debts as they become due); (iii) the filing of an involuntary petition under any Bankruptcy Law which is not dismissed or stayed within sixty (60) days thereafter; or (iv) the appointment of a receiver or trustee, which appointment is not dismissed or stayed within sixty (60) days thereafter. 7.2.3 Breach of Representations and Warranties. Any representation or warranty made by Contractor in this Agreement contains an untrue or misleading statement of material fact as of the date made and such untrue or misleading statement has, or could have, a material adverse effect on Vernon or on the ability of Contractor to perform its obligations hereunder, which remains uncured thirty (30) days after Contractor shall have received written notice of such breach from Vernon. 7.3 Remedies. 7.3.1 Damages/Remedies Cumulative. Without limiting the rights of Vernon hereunder, Contractor shall be liable for all damages caused by its default hereunder. In addition to exercising the rights granted in this Section 6, Vernon may exercise, concurrently or separately, any right or remedy or take any action available to Vernon at law or in equity to recover amounts due and unpaid and damages and expenses resulting from a Contractor's breach. In addition, Contractor, agrees that damages may be an inadequate remedy for Contractor's default under this Agreement, and that Vernon shall be entitled to seek specific performance, injunctive or other equitable relief against Contractor. 7.4 Procedure upon Termination. Upon termination of this Agreement, the following shall occur: 7.4.1 Dismissal. Except for obligations intended to survive termination, Contractor shall be relieved of any and all obligations hereunder and of all responsibility for and shall perform no further duties or acts with respect to the Electric System, except that Contractor shall (a) promptly turn over to Vernon all Materials and Supplies being used by Contractor in performing its obligations hereunder, (b) return the Books and Records, (c) assign any subcontracts or other agreements with manufacturers, suppliers and vendors, to the extent requested by Vernon, to Vernon or any substitute or replacement contractor, (d) if requested by Vernon, assist Vernon in selecting a substitute or replacement contractor, and (e) if requested by Vernon, cooperate with the new contractor of the Electric Facilities and provide all reasonable assistance to the new contractor as may be requested by Vernon for up to three (3) months. Contractor shall conduct the foregoing activities set forth in this Section 7.4.1 in a manner so as to prevent, limit or mitigate any harm or disruption to the normal operation and maintenance of the Electric System. 7.4.2 Ex ep nses. Contractor shall issue a final invoice to Vernon for Services rendered under this Agreement or any Work Order for which Contractor has not been paid in accordance with Section 5.1. Vernon shall pay Contractor for such Services; provided Contractor has complied with Section 7.4.1. 14 7.5 Consequential Damaees. Vernon shall not be liable for special, incidental, exemplary, indirect, punitive or consequential damages arising out of its performance or non- performance under this Agreement, whether based on or claimed under contract, tort (including Vernon's own negligence) or any other theory at law or in equity. 8. INDEMNIFICATIONANSURANCE. 8.1 Indemnification of Contractor. Contractor shall indemnify, defend and hold harmless Vernon, its directors, officers, partners, employees and agents from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, to the extent caused by (a) the negligent acts, errors or omissions by Contractor or its subcontractors, in the provision of Services pursuant to this Agreement or (b) a breach by Contractor of its obligations hereunder. 8.2 Indemnification of Contractor for Third Party Injury. Contractor shall also indemnify, defend and hold harmless Vernon, its directors, officers, partners, employees and agents from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, for injuries to person or damage to property to the extent resulting from negligent acts, errors, or omissions by .Contractor, its directors, officers, agents and employees in the provision of Services hereunder. 8.3 Environmental Indemnification. Work performed by Contractor, Vernon shall have no liability for, and Contractor agrees to indemnify, defend and hold Vernon, its directors, officers, partners, employees and agents harmless from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, which may at any time be imposed upon, incurred by or asserted or awarded against Vernon arising out of or relating to any Hazardous Substances that are (i) brought onto the real property on which the Electric System is located by Contractor, its subcontractors, agents or employees other than in compliance with Section 3.5, or (ii) released, generated, handled, stored, transported, disposed or discharged by Contractor, its subcontractors, agents or employees in connection with the performance of Services under this Agreement. 8.4 Insurance. Contractor shall, at its own cost, procure, maintain and provide Vernon with acceptable evidence of the types and amounts of insurance specified in Exhibit F. Each policy of insurance shall: (a) be procured and maintained with responsible insurers rated "A VII" or better by A.M. Best, or having a comparable rating from another recognized rating entity; (b) provide that the coverage provided shall not lapse or be canceled, materially changed or not renewed without at least thirty (30) days' prior written notice (or ten (10) days' prior notice if such cancellation is due to failure to pay premiums) to Vernon; (c) provide that Vernon and any of its assignees shall have no liability for the payment of any premiums or commissions for such policy; 15 (d) include` an endorsement to the policy naming Vernon, its directors, officers, employees, representatives and agents as additional insureds; (e) include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against Vernon, its directors, officers, employees, representatives and agents; (i) include a severability of interest clause or cross -liability clause; and (g) provide that the insurance is primary with respect to the interests of the Electric System. In addition to the standard certificate of insurance for the policies required by Exhibit F hereunder, proof of insurance will require for each policy, a copy of the policy declaration page for each policy showing that the aforesaid policies are in effect in the required amounts. The limits of insurance coverage shall in no way diminish Contractor's liability. 9. WARRANTY Contractor represents, warrants and covenants that any and all Services rendered under this Agreement shall be performed in accordance with the requirements of this Agreement and shall be free from defects in materials or workmanship (the "Warranty"). The Warranty shall continue in effect for a period of twelve (12) months from the date the Service is completed. If the Services fail to conform to the foregoing Warranty in any respect, Vendor shall promptly notify Contractor and Contractor shall thereafter re -perform the nonconforming services at no cost to Vendor. Any re -performance of Services shall be warranted for an additional twelve (12) months; provided that in no event shall the Warranty exceed twenty-four (24) months following expiration or termination of this Agreement. 10. OWNERSHIP OF DATA, INFORMATION AND DOCUMENTATION All data and information collected and obtained by Contractor relating to Vernon's Electric System shall be the property of Vernon and shall be stored and filed at the operations headquarters located within the city limits of Vernon. Contractor hereby relinquishes any and all claims of ownership to any and all documents and/or information obtained in performing Services for Vernon relating to Vernon's Electric System. However, Contractor may keep copies of such data, information and documentation as necessary to perform Services hereunder and also for historical purposes. Contractor shall be prohibited from using such data, information or documentation in any way adverse to Vernon, other than for the purposes of litigation between Contractor and Vernon pertaining to this Agreement or the Services provided hereunder. 11. FORCE MAJEURE. 11.1 Limitations. Neither Contractor nor Vernon shall be considered to be in default in the performance of any of its obligations under this Agreement when and to the extent its [R performance is prevented by a Force Majeure Event that, despite the exercise of due diligence, it is unable to prevent or mitigate, provided that written detailed description of the full particulars of the Force Majeure Event have been given to the other Party hereto reasonably promptly after becoming aware thereof (and in any event within fourteen (14) days after the initial occurrence of the claimed Force Majeure Event), which notice shall. include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay. The Party providing such notice shall be excused from fulfilling its obligations under this Agreement (excluding any and all payment obligations) until such time as the Force Majeure Event has ceased to prevent performance or other remedial action is taken, at which time the affected party shall promptly notify the other Party hereto of the resumption of its obligations under this Agreement. 11.2 Expense in Mitigating Damages Caused by an Event of Force Maim. Contractor shall only be authorized to incur expenses in mitigating the damages to Vernon caused by a Force Majeure Event after receipt of written approval by Vernon of Contractor's written estimate of the additional costs proposed to be incurred thereby. Notwithstanding the above, Contractor may perform Emergency Work as provided for in this Agreement. 12. GENERAL PROVISIONS. 12.1 Dispute Resolution. Disputes under this Agreement between the Parties may be resolved in accordance with the provisions of this Section 12.1. 12.1.1 In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 12.11 (a "Dispute"), a Party (the "Notifying Party") may deliver to the other Party (the "Recipient Party") notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a "Dispute Notice"). The Dispute Notice. shall include a schedule of the availability of the Notifying Party's senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice, as may be extended by mutual agreement. 12.1.2 The Recipient Party shall within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a schedule of availability of the Recipient Party's senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officer's schedule of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. In the event a Dispute is not resolved pursuant to the procedures set forth in Section 12.1.1 and Section 12.1.2 by the expiration of the thirty (30) day period set forth in Section 12.1.1, as may be extended by mutual agreement, then any Party may pursue any legal remedy available to it in accordance with the provisions of this Agreement. For the avoidance of doubt, a Party may seek injunctive relief or other equitable relief without being required to first proceed with dispute resolution under this Section when the circumstances require expedited relief. 17 12.2 Disputes and Adiustments of Invoices. Vernon may, in good faith, dispute the correctness of any amount contained in a report rendered by Contractor under this Agreement, or adjust any arithmetic or computational error within any such report at any time within thirty (30) days of the date such report was rendered. In the event an amount in a report is disputed, payment of the undisputed amount shall be made when due, with notice of the objection given to Contractor. Payment of any disputed amount shall not be required until the dispute is resolved in accordance with Section 12.L Upon resolution of the dispute, any required payment shall be made within five (5) business days of such resolution. 12.3 Construction. This Agreement shall be subject to, governed by, and construed in accordance with the Laws of the State of California. This Agreement shall be construed equally as between the Parties, and shall not be construed against the Party responsible for its drafting. Any obligations referred to herein to be performed at any time after the expiration or termination of this Agreement, and all indemnities and hold harmless agreements provided herein, shall survive the expiration or earlier termination of this Agreement. 12.4 Notices. Any notices, requests or other communications given in connection with this Agreement shall be in writing and sent by facsimile, personally delivered or sent by reputable courier or certified air mail, postage prepaid, addressed to the party to whom it is directed at the addresses set forth in Exhibit E, or at such other addresses as may be designated by notice from such Party. 12.5 Confidentiality. 12.5.1 Vernon may provide Contractor, or allow Contractor access to, certain information not available to the public concerning, but not limited to Vernon, or businesses located in Vernon. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either Party to this Agreement. 12.5.2 Except as expressly permitted, Contractor shall not disclose, permit the disclosure of, release, disseminate or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental or individual, without the express prior written consent of Vernon. Contractor shall return any written Confidential Information and all copies made of such items, to Vernon upon Vernon's written request, but in any event not later than thirty days of the date that Contractor has performed all Services to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor only as authorized by Vernon. Contractor shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. 12.5.3 Contractor shall immediately notify Vernon of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Contractor may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. In 12.5.4 In addition to any other remedies that it may have at law or in equity, Vernon shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the. Confidential Information provisions of this Agreement. Contractor acknowledges that in case of such breach or threatened breach of said provisions, Vernon would have no adequate remedy at law 12.6 Non -Solicitation. During the Term, Contractor will not directly or indirectly solicit, approve, endorse, recommend, or accept any other bids or proposals or initiate or participate in any discussions or negotiations with any customer of Vernon, unless Vernon provides, in. its sole discretion, advance written consent and agrees that such work will. not constitute a conflict of interest. 12.7 Assignment/Chance in Control. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Contractor shall not assign or transfer its rights or interests in and to this Agreement without the prior written consent of Vernon, which consent shall be at Vernon's sole discretion. In the event of a change in control of Contractor, Vernon reserves the right, in its sole discretion, to terminate the Agreement by providing notice within thirty days of receipt of a written notice by Contractor that a change in control has occurred. 12.8 Amendments/Waiver. This Agreement may be modified, amended or supplemented only by the mutual written agreement of the Parties hereto. No delay or forbearance by a Party in exercising any right or remedy accruing to such Party upon the occurrence of any breach or default by the other Party under this Agreement shall impair any such right or remedy of such Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver on the part of either Party of any provision or condition of this Agreement must be in writing signed by the Party to be bound by such waiver and shall be effective only to the extent specifically set forth in such writing and shall not limit or affect any rights with respect to any other or future circumstance. 12.9 Third Party Beneficiaries. The covenants contained herein are made solely for the benefit of the Parties hereto, and their respective successors and assigns as permitted herein, and shall not be construed as having been intended to benefit any person or entity who is not a party to this Agreement. 12.10 Further Assurances. Each Party shall, from time to time, execute, cause to be acknowledged and deliver such documents or instruments, and provide such certificates, as the other Party may reasonably request to carry out and fulfill the transactions, and permit the exercise and performance of the rights and obligations, as are contemplated hereunder. Each Party shall cooperate with the Party to fully effectuate the purposes and intent of this Agreement. 12.11 Entire Agreement. This Agreement constitutes the entire agreement of the Parties in connection with the matters included in this Agreement related to the subject matter hereof and all previous agreements, understandings and negotiations (whether written or oral) on 19 those subject matters are hereby superseded and shall have no further effect after the Effective Date. 12.12 Severability. If any provision herein shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such holding or action shall be strictly construed; (b) such provision shall be fully severable; (c) this Agreement shall be construed and enforced as if such provision had never comprised a part hereof, (d) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by its severance from this Agreement; and (e) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible. 12.13 Survival. Termination or expiration of this Agreement (a) shall not relieve any Party of any obligation hereunder which expressly or by implication survives termination hereof, (b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of any Party, shall not relieve a Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination, and (c) applicable provisions of this Agreement will continue in effect after termination to the extent necessary for billing, adjustments, and payments related to the period prior to termination of this Agreement. This Section 12.13, Section 3.4.1(Record Keeping & Reporting), Section 7.3 (Remedies), Section 7.4 (Procedure Upon Termination), Section 7.5 (Limitation of Liability), Article 8, Article 9, and Article 12 shall survive the termination and or expiration of this Agreement. [SIGNATURE PAGE FOLLOWS] 'Pic IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By: Willi m J. bavis Mayor / Mayor Pro-Tem AS TO FORM: Willard G. I'aurag Chief Deputy City Petrelli Electric, a Califorrria-r&rr By: G t Name: Title: V, l u By: � /\ t l Name: ?ei'(e ( I Title: �ILt n l_dpnt$j [Signature Page to Electric System Service and Maintenance Agreement] EXHIBIT A EXHIBIT A TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT WORK ORDER REQUIREMENTS Each Work Order to be performed under the Agreement shall contain the following items, as applicable. 1. The Services authorized to be performed by Contractor. 2. The fees and payment schedule for the Services to be performed in accordance with Exhibit C -- Fees for Services. 3. Identification of all critical path milestone events and target completion dates for each. 4. The Deliverables associated with the Services performed under the applicable Work Order. 5. Detailed description of all activities for the Services to be performed by Contractor and the location of each activity. 6. The number of hours, either estimate or firm, required for each activity 7. Specifications for any Equipment to be delivered under the Work Order. 8. Any other terms and conditions that are specific to the Services under the Work Order, including any modifications requested by Vernon's Authorized Representative pursuant to Section 2.3. Exhibit A to Electric System Service and Maintenance Agreement EXHIBIT B EXHIBIT B TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT MINIMUM STAFFING LEVELS uanti Classification 1 General Manager 1 General Foreman 1 Service Planner 4 Line Foreman 12 Lineman 4 Groundman 2 Troubleshooter 2 Substation Electricians 3 Clerk/Secretary 1 Warehouse 1 Warehouse Pre Fabrication 2 Mechanic 1 Maintenance Worker 1 Account Manager 36 Total Exhibit B to Electric System Service and Maintenance Agreement EXHIBIT B-1 TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Organization Chart t ERlc co - Cr Organizational Chart General Manager Sal Petrelll Engineer Line Crew Foremen Substation Foreman Rlck Micek Tim Dewns Rob Franz Ryan Ordelbelde 22 Linemen I 12 Linemen 4 Grouncimen 1 Pre -Fabrication 1 Maintenance Worker 2 Mechanics Amount Manager 3 Secretaries Exhibit B-1 to Electric System Service and Maintenance Agreement EXHIBIT C EXHIBIT C TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Monthly Equipment Rates Monthly Equipment Rates t'/'I72 li�v+..:4'5�+4 T'4fiilll 1,t1 _, wY r4. x' F-350 Service Truck F-550 Service Truck 3060 Digger Derrick Standard Bucket Truck Single Man Trouble Bucket Truck A-Class80-ft,Bucket-Truck A -Class 105 ft. Material Handler Bucket Truck Altec 35 Ton Crane Tractor Trailer Lowbed Cat R80 Forklift Sherman Reilly PT3366 Puller Sherman Reilly Duct Dawg Ingersol Rand Compressor 300 KW Generator 25 KW Generator Light Tower Arrow Board Hourly rate $ 1,680.00 $ 2,210.00 $ 5,280.00 $ 5,120.00 $ 3,200.00 $— , oo>� .00 $ 12,400.00 $ 6,400.00 $ 265.00 $ 2,100.00 $ 2,400.00 $ 2,400.00 $ 840.00 $ 910.00 $ 260.00 $ 800.00 $ 390.00 PKI ,d3 $ N ' 8,400.00 $ 4,420.00 $ 15,840,00 $ 15,360.00 $ 6,400.00 _$ D3 600.00 $ 12,400.00 $ 6,400.00 N/A $ 2,100.00 $ 2,400.00 $ 2,400.00 $ 840.00 $ 910.00 $ 260.00 $ 800.00 $ 1,560.00 Exhibit C to Electric System Service and Maintenance Agreement EXHIBIT D EXHIBIT D TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Fully Burdened Labor Rates General Manager $106.92/hr $174.00/hr Account Manager $96.20/hr $158.00/hr General Foreman $106.92/hr $174.00/hr Service Planner $95.00/hr $152.00/hr Line Foreman $101.52/hr $170.00/hr Lineman $96.20/hr $158.00/hr Groundman $72.80/hr $111.00/hr Troubleshooter $96.20/hr $158.00/hr Substation Electrician $96.20/hr $158.00/hr Clerk Secretary $50.76/hr $72.00/hr Warehouse $72.80/hr $111.00/hr Warehouse Pre -Fabrication $72.80/hr $111.00/hr Mechanic $78.00/hr $116.00/hr Maintenance Worker $76.00/hr $115.00/hr Exhibit D to Electric System Service and Maintenance Agreement EXHIBIT E EXHIBIT E TO ELECTRIC SYSTEM AND SERVICE AND MAINTENANCE AGREEMENT NOTICES If to Vernon: CITY OF VERNON 4305 Santa Fe Avenue Vernon, California 90058 Attn: Director of Light and Power Copy to: Attn: City Attorney If to Contractor: Attn: C,4 Exhibit E to Electric System Service and Maintenance Agreement EXHIBIT F EXHIBIT F TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT INSURANCE REQUIREMENTS Contractor shall maintain the following insurance types in the following amounts (a) comprehensive general liability insurance, covering bodily injury and property damage, operations, contractual and personal injury liability, with limits of not less than $2,000,000 per occurrence, $5,000,000 annual aggregate; (b) all forms and types of insurance required by applicable Law with respect to employees, including workers compensation and liability benefits insurance and employers liability insurance, in amounts of $1,000,000 aggregate, or the amount required by applicable Law; (c) automobile liability insurance, including, but not limited to, coverage for owned, non -owned and hired automobiles with a minimum of $1,000,000 annual aggregate, covering automobiles used by Contractor in connection with the service and maintenance of the Electric System. 5649179_3 Exhibit F to Electric System Service and Maintenance Agreement Juarez, Debbie From: Arriola, Justin Sent: Thursday, July 26. 2012 10:37 AM To: Juarez, Debbie Subject: Petrelli Utilities Please be advised that the above reference provided acceptable insurance. Justin Arriola Risk Management Dpt. Ja rriota@ci . vernon. ca. us 0(323) 583-8811 ext:315 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or 4ttached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. RECEIVED JUL 1 1 2012 CITY CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: July 11, 2012 TO: Honorable Mayor and City Council FROM: Carlos Fandino Jr., Director of Light & Power RE: Petrelli Electric, Inc. Electric System Maintenance Agreement PURPOSE RECEIVED JUL 11 2012 CITY ADMINISTRATION On May 1, 2012, Resolution No. 2012-60 was approved and adopted by City Council to issue a Request for Proposal for the City's electric system maintenance contract. Two bids were received and opened on June 7, 2012. The bid results are as follows: Petrelli Electric Company Hamtpon-Tedder Company Petrelli Electric Company has delivered the lowest and most comprehensive bid covering all items identified in the bid package. RECOMMENDATION It is recommended that the Electric System Maintenance contract be awarded to the lowest bidder, Petrelli Electric Company, and a resolution awarding the contract be adopted and the Mayor and City Clerk be authorized to execute the contract documents at the July 17, 2012 council meeting. CRF:ah Attachments Bid packages Contract documents a`G d INTEROFFICE I ✓9 Light & Power Department 11 M 1171-\ 11 RECEIVED Date: July 11, 2012 I JUN 1 12012 To: Carlos Light Jr. Directorr ofof Light &Power ct -7 LIGHT & POWER DEPT. From: Javier Valdez Business & Accounts Supervisor Re: Electric System Maintenance Proposals I am writing on behalf of Light & Power stab members, Ali Nour, Otis Smith, Don Quiroz and myself to communicate our collective assessment of the electric system maintenance proposals provided by Petrelli Electric, Inc. and Hampton Tedder. As a team, we have identified specific categories that are critical to our determination of a proper electrical maintenance provider and have scored the bidding agencies accordingly. Each aforementioned staff member has thoroughly reviewed the RFP responses for both Hampton Tedder and Petrelli Electric, Inc. We have evaluated their project understanding, service provisions, rates, and experience. As you will see from our individual "score sheets" attached, we have unanimously selected the proposed service agreement by Petrelli Electric, Inc. as the most viable option. We, as members of the Light & Power department, officially recommend that Petrelli Electric, Inc. be awarded the contract for the City of Vernon's electric system maintenance. After much consideration, we have determined that this is the most suitable solution to accommodate the needs of the city. JV: df Attachments Date: July 11, 2012 To: From: Re: Light & Power Department Mark Whitworth City Administrator Carlos Fandino, Jr. Director of Light & Power Recommendation for Electric System Maintenance Contract In an effort to be thorough and impartial, I have excluded myself from the electric system maintenance service election process. Instead, I have and elicited the assistance of several team members within the Light & Power department to conduct their own individual evaluations of the proposals from Petrelli Electric, Inc. and Hampton Tedder. They have rated key components such as project understanding, experience, service provisions, and rates accordingly. The team feedback was conclusive. With an average score of 78 for Petrelli Electric, Inc. versus an average score of 43 for Hampton Tedder, it was decidedly unanimous that the Petrelli service agreement was the most viable option presented to the City of Vernon. Please see the attached supporting documents (staff report with Resolution 2012-60 and individual proposal evaluations from select team members). After careful review of the evaluations provided, I wish to recommend, on behalf of the Light & Power staff, that the electric system maintenance contract for the City of Vernon be awarded to Petrelli Electric, Inc. CF: df Attachments w N tiI k N 3 m d � m d � m 'm K n. m n G S X =a < m 7 m m 3 0 m r m V O n V n 00 a� a3 C 3 D D -1 z O m z zz z n m REQUEST FOR PROPOSAL FEES FOR SERVICES COMPARISON HOURLY LABOR RATE PER CLASSIFICATION Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Classification Quantity Quantity Straight Time Straight Time Double Time Double Time General Manager 1 1 106.92 149.00 174.00 243.00 Account Manager 1 1 96.20 149.00 158.00 243.00 General Foreman 1 1 106.92 127.00 174.00 232.00 Service Planner 1 1 95.00 149.00 152.00 243.00 Line Foreman 2 2 101.52 122.00 170.00 215.00 Lineman 12 12 96.20 116.00 158.00 210.00 Groundman 4 4 72.80 99.00 111.00 183.00 Troubleman 2 2 96.20 116.00 158.00 210.00 Substation Electrician 2 2 96.20 116.00 158.00 210.00 Clerk Secretary 3 3 50.76 50.00 72.00 100.00 Warehouse - 1 1 - 72.80 76.00 111.00 161.00 Warehouse Pre -Fabrication 1 1 72.80 99.00 111.00 183.00 Mechanic 1 1 78.00 116.00 116.00 210.00 Maintenance Worker 1 1 76.00 116.00 115.00 210.00 TOTAL 33 33 1,218.321 1,600.00 11938.00 2,953.00 MONTHLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Service Truck 5 5 1,680.00 7,740.00 Standard Bucket Truck (min 65R) 3 3 5,120.00 15,480.00 Digger Derrick (min 60ft) 2 1 5,280.00 15,480.00 35 Ton Crane 1 1 6,400.00 32,250.00 Single Man Bucket Truck 2 2 3,200.00 15,480.00 TOTAL 13 12 21,680.00 86,430.00 HOURLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Light Tower 2 2 12.00 30.00 Sherman Reilly PT3366 Puller 1 1 85.00 90.00 Arrow Board 2 2 14.00 30.00 Sherman Reilly Duct Dawg 1 1 85.00 90.00 Underground Puller 300 KW Generator 1 1 - 40.00 75.00 Bull Wheel Tensioner 1 1 - 38.00 90.00 8 Ton Forklift 1 1 14.00 120.00 TOTAL 9 9 288.00 525.00 77 RD m -f x T nN .C+ Doi c o 3 Z d O m 7 a a N M ^ m fD a 0 N < c Q 1 3 < dm N 0 a O m N m A w 01 Q o m 0 0 7 'N, � N 0 r 3 0 N i m f 0 x oI. 0 D r J y v d -I < n ? n c 3 0 . m s 0 m m 0 c v o 0 7 rDo c a 3 5 a m 3 0 c ID w 3 < Q. c s= a 3 1D a 0 d 7 � 1 m N 3 m 0 m a. 9 = m fD 1 1 1 H H n a X m 0 m 0 3 0 m r m 0 A V A a a 3 c y z zz z A m REQUEST FOR PROPOSAL FEES FOR SERVICES COMPARISON HOURLY LABOR RATE PER CLASSIFICATION Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder- Petrelli Electric Hampton Tedder Classification Quantity Quantity Straight Time Straight Time Double Time Double Time General Manager 1 1 106.92 149.00 174.00 243.00 Account Manager 1 1 96.20 149.00 158.00 243.00 General Foreman 1 1 106.92 127.00 174.00 232.00 Service Planner 1 1 95.00 149.00 152.00 243.00 Line Foreman 2 2 101.52 122.00 170.00 215.00 Lineman 12 12 96.20 116.00 158.00 210.00 Groundman 4 4 72.80 99.00 111.00 183.00 Troubleman 2 2 96.20 116.00 158.00 210.00 Substation Electrician 2 - 2 96.20 116.00 158.00 210.00 Clerk Secretary - 3 3 50.76 50.00 72.00 100.00 Warehouse 1 1 72.80 76.00 111.00 161.00 Warehouse Pre -Fabrication 1 1 72.80 99.00 111.00 - 183.00 Mechanic 1 1 78.00 116.00 116.00 210.00 Maintenance Worker 1 1 76.00 116.00 115.00 210.00 TOTAL 33 33 1,218.3211 1,600.00 11,93800 2,853.00 MONTHLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Service Truck - 5 5 1,680.00 7,740.00 Standard Bucket Truck (min 65ft) 3 3 5,120.00 15,480.00 Digger Derrick (min 6Dft) 2 1 5,280.00 15,480.00 35 Ton Crane 1 1 6,400.00 32,250.00 Single Man Bucket Truck 2 2 3,200.00 15,480.00 TOTAL 13 112 ;21,680.00, 86,430.00 HOURLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Light Tower 2 2 12.00 - 30.00 Sherman Reilly PT3366 Puller 1 1 85.00 90.00 Arrow Board 2 2 14.00 30.00 Sherman Reilly Duct Dawg 1 1 85.00 90.00 Underground Puller 300 KW Generator 1 1 40.00 75.00 Bull Wheel Tensioner 1 1 38.00 - 90.00 8 Ton Forklift 1 1 14.00 120.00 TOTAL 9 9 28800'. 525.00 0 a r V vi A N c 3 n M N d _n OQ 20 < ndr mOrQ m N O 3 2 3 f. a Q O (D p (D n d (D c w (D O (D n n N c 3 3 < d f o 0 m 2 (D N 1Y a 7 Q . m m 2 0 0 0 Lnn O N In O I -A Ln N ut N 1 3 m o 0 N p (D n 3 vw (p 7 n R. c Xv � 1 (D N I(D•f rm n• n X < M < fD N � n N � 3 5 0 m nnm '0 7 O O to a r -1 M D � C 3 a n_ O m z z a z A m Classification General Manager Account Manager General Foreman Service Planner Line Foreman Lineman Groundman Troubleman Substation Electrician Clerk Secretary Warehouse Warehouse Pre -Fabrication Mechanic Maintenance Worker TOTAL REQUEST FOR PROPOSAL FEES FOR SERVICES COMPARISON HOURLY LABOR RATE PER CLASSIFICATION Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Petrelll Electric Hampton Tedder Quantity Quantity Straight Time Straight Time Double Time Double Time 1 1 106.92 149.00 174.00 243.00 1 1 96.20 149.00 158.00 243.00 1 1 106.92 127.00 174.00 232.00 1 1 95.00 149.00 152.00 243.00 2 2 101.52 122.00 170.00 215.00 12 12 96.20 116.00 158.00 210.00 4 4 72.80 - 99.00 111.00 183.00 2 2 96.20 - 116.00 158.00 210.00 2 2 96.20 116.00 158.00 210.00 3 3 50.76 50.00 72.00 100.00 - 1 1 72.80 76.00 111.00 161.00 1 1 .72.80 99.00 111.00 - 183.00 1 1 - 78.00 116.00 116.00 210.00 1 1 76.00 116.00 115.00 210.00 33 33 -1,218.32 11600.00 1,938.00 i 2,853.00 MONTHLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Service Truck 5 5 1,680.00 7,740.00 Standard Bucket Truck (min 65ft) 3 3 5,120.00 15,480.00 Digger Derrick (min 60ft) 2 1 5,280.00 15,480.00 35 Ton Crane 1 1 6,400.00 32,250.00 Single Man Bucket Truck 2 2 3,200.00 15,480.00 TOTAL 13 12 l 21,690.00' 86,430.00 HOURLY EQUIPMENT RATES - Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Light Tower 2 2 12.00 30.00 Sherman Reilly PT3366 Puller 1 1 85.00 90.00 Arrow Board 2 2 14.00 30.00 Sherman Reilly Duct Dawg 1 1 85.00 90.00 Underground Puller 300 KW Generator 1 1 40.00 75.00 Bull Wheel Tensioner 1 1 38.00 90.00 B Ton Forklift 1 1 14.00 120.00 TOTAL 9 9 288.00 525.00 y O D r n p H < n rb y m _ o m m 1 0 0 J '• N m 0 � o c o m c O m 3 T N rp 0 G m ? < n d 1 O m 7 L c 3 0 oo p aJa m v M mM m c * N N C J fD n m v O (D D_ n 3 3 ° m n on 3 a " a 3 < v 6 _ m O J a O i m N (p 0 y CD M 9 = oa ro m m 0 a c m =*, x < m N M n 3 0 v m m m m on M n rm a K C y z I z z a z e) m N REQUEST FOR PROPOSAL FEES FOR SERVICES COMPARISON HOURLY LABOR RATE PER CLASSIFICATION Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Classification Quantity - Quantity Straight Time Straight Time Double Time Double Time General Manager 1 1 106.92 149.00 174.00 243.00 Account Manager 1 1 96.20 149.00 158.00 243.00 General Foreman 1 1 106.92 127.00 174.00 232.00 Service Planner 1 1 95:00 149.00 152.00 243.00 Line Foreman 2 2 101.52 122.00 170.00 215.00 Lineman 12 12 96.20 116.00 158.00 210.00 Groundman 4 4 72.80 99,00 111.00 183.00 Troubleman 2 2 96.20 116.00 158.00 210.00 Substation Electrician 2 2 96.20 116.00 158.00 210.00 Clerk Secretary 3 3 50.76 50.00 72.00 100.00 Warehouse 1 1 - 72.80 - 76.00 111.00 161.00 Warehouse Pre -Fabrication 1 1 72.80 99.00 111.00 183.00 Mechanic 1 1 78.00 116.00 116.00 210.00 Maintenance Worker 1 1 76.00 116,00 115.00 210.00 TOTAL 33 33 .1,218.32 2,600.00 1,938.00 2,853.00 MONTHLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Service Truck 5 5 1,680.00 7,740.00 Standard Bucket Truck (min 65ft) 3 3 5,120.00 15,480.00 Digger Derrick (min 60ft) 2 1 5,280.00 15,480.00 35 Ton Crane 1 1 6,400.00 32,250.00 Single Man Bucket Truck 2 2 3,200.00 15,480.00. TOTAL 13 - - 12 - - ---:21,68M00- 86,430.00 HOURLY EQUIPMENT RATES Petrelli Electric Hampton Tedder Petrelli Electric Hampton Tedder Vehicle Quantity Quantity Monthly Rate Monthly Rate Light Tower 2 2 12.00 30.00 Sherman Reilly PT3366 Puller 1 1 - 85.00 90.00 Arrow Board 2 2 14.00 30.00 Sherman Reilly Duct Dawg 1 1 - 85.00 90.00 Underground Puller 300 KW Generator 1 1 - 40.00 75.00 Bull Wheel Tensioner 1 1 38.00 90.00 8 Ton Forklift 1 1 14.00 120.00 TOTAL 9 9 - 298.00 525.00 P.O. Box 2128 4571 State Street Montclair, CA 91763 (909) 628-1253 Phone (909)628-6375 Fax LIC.#288589 1958-2012 City of Vernon 24 HOUR EMERGENCY RESPONSE TEAMS ORIGINAL. Department of Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Electric System Maintenance Request for Proposal DO NOT OPEN!!! FA COVER LETTER Cit} Electric System Maintenan Gorp0rate Office p.0. Box 2128 Montclair, CA 91763 Hampton Tedder Electric, Co., Inc. June 6,2012 Phone: (909) 628-1253 Fax: (909) 028-6375 LIC.# 260589 City of Vernon Mr Carlos R. Fandino, Jr., Director of Light & Power Department of Light & Power 4305 Santa Fe Ave Vernon, CA 90058 Subject: Request for Proposal Electrical Systems Maintenance Services — City of Vernon Dear Mr. Fandino Hampton Tedder Electric (HTE) is pleased to offer our services for the Electric Systems Maintenance Services for.the Electrical Facilities in the City of Vernon. HTE address is Mailing: PO Box 2128 Montclair, CA 91763 Corporate: 4571 State Street Montclair, CA 91763 Phone: (909)628-1253 Fax: (909) 628-6375 Point of Contact: Jim Brenton Cell Phone: (909) 208-0898 Email: jim.brenton&hamvtontedder.com Hampton Tedder Electric will not be using any subcontractors for this proposed scope of work. Jim Brenton, Vice President is authorized to enter into a contract with the City of Vernon for the prosed scope of work. Sincerely, Ji Benton V ce resident "Shaping the Future of the Electrical Service Industry" ARIZONA (480) 967-7765 NEVADA (702) 646-7449 FAX (400)967-7762. FAX (702) 632-0079 LIC. #146676 Comm. A-17 I -IC. #48205 A-17 LIC. #156612 Comm. L-11 LIC. #39279 C,2 Do EXECUTIVE SUMMARY corporate Office F.O. Box 2128 Montclair, CA 91763 Hampton Tedder Electric Co., Inc. Phone: (909) 628-1253 Fax: (909) 628.6375 LIC;# 288589 Founded in 1958, Hampton Tedder Electric Company, (HTE), was formed to construct, maintain; and troubleshoot High Voltage Systems using Master Journeymen Level, High Voltage Cable Splicers, Linemen, and Troubleshooters. Headquartered for over 50 years at the same 3-acre facility in Montclair, California. We now have three offices throughout the Western United States including Nevada and Arizona. We have successfully completed $430 million dollars in High Voltage contracts for both utility companies and private sector customers. We have a clean. safety record having logged over 8,000,000 man-hours working on High Voltage Systems. We maintain a $3,000,000 stock of High Voltage. Equipment ready for immediate delivery & installation 24-hours a day, including cable, splice kits, terminations, cutouts, potheads ;poles, pole line equipment, transformers and switchgear. At this time, we, have approximately 65 permanent employees to serve you throughout the Southwest. Our managers and supervisors have collectively 250 years experience in High Voltage field force administration. Each of our IBEW Certified High Voltage cable splicers, linemen and troubleshooters have been hand selected and can run a crew with the utmost competence and safety. If you have a high voltage distribution system, underground, underwater or overhead, transformers to maintain, high voltage equipment that requires inspection, maintenance, testing, repairs; or new construction, we can come to your aid any.place in the world on a 24-hour basis. Our experience in the power field dates back to 1935. We have high voltage cable splicers and linemen in our employ who have utility experience up to 230KV and a combined service record of over 500 years and are certified to work for State and Federal agencies. We have successfully completed overhead, underground, underwater, solar and substation contracts with Southern California Edison, City of Anaheim, Anaheim, CA; Riverside Public Utilities, Riverside, CA; Pasadena Water and Power, Pasadena, CA; LADWP, Los Angeles, CA; SMUD, 230KV pipe type job, Sacramento, CA; Tucson Gas and Electric, Tucson, Arizona; Duke Energy, Flour, Parsons and many offshore oil platforms, on a worldwide basis from Iran to Africa. The splices, terminations, potheads, lines, and structures we have installed for these utilities range from 5KV to 230KV. We are prepared to mobilize with only a few hours notice, fly ten or more certified cable splicers, linemen and troublemen with over '/a tons of tools and splicing kits to out of state and overseas destinations on emergency response High Voltage jobs. We have an excellent relationship with all I.B.E.W. local unions. Please be assured of our commitment to safety and excellence in work, when considering Hampton Tedder Electric to improve your safety and efficiency of those jobs that have both Underground and Overhead work in their packages. Sincerely, Christine Tedder President "Shaping the Future of the Electrical Service Industry" ARIZONA (480) 967-7765 NEVA4A (702) 646-7449 FAX (480)967-7762 FAX (702) 632-0079 LIC. #146676 Comm. A-17 LIC. #48205 A-17 LIC. #156612 Comm. L-11 LIC. #39279 C-2 C. EXPERIENCE Completed Projects List 2005 — 2011 Project Number 1 1) Name of Company: Cal Poly Pomona 2) Description of work performed: Emergency call out to trace, identify, and replace high voltage faulted cables: between main substation and manhole A, between manhole A and Collins Center, and between manhole D (Student Center) and manhole E. 3) Dollar Value of our portion of the job: $ 242,390 4) Start and completion dates: 7/2011—10/2011 Project Number 2 1) Name of Company: San Bernardino County 2) Description of work performed: Emergency Response; Investigated blown high voltage transformer. Upon investigation found two (2) additional failed transformers. Disabled these units and installed temporary power. Sent back transformers to be rebuilt; re- installed the re -manufactured units. 3) Dollar Value of our portion of the job: $209,947 4) Start and completion date: 8/2008 — 9/2008 Project Number 3 1) Name of Company: Mojave Electric for the City of Las Vegas New Hall 2) Description of work performed: Fire Alarm & Voice Evacuation Systems 3) Dollar Value of our portion of the job: $ 228,701 4) Start and completion dates: 3/2010 —Current Project Number 4 1) Name of Company: Metropolitan State Hospital 2) Description of work performed: OH Line Replacement, New Transformer 3) Dollar Value of our portion of the job: $ 395,936 4) Start and completion dates: 6/2010 — 4/2011 5) Reference Contact Person Project Number 5 1) Name of Company: Metropolitan State Hospital 2) Description of work performed: Replace High Voltage Faulted Cable Including Splicing and Terminating. 3) Dollar Value of our portion of the job: $ 237,000 4) Start and completion dates: 3/2011 — 6/2010 Project Number 6 1) Name of Company: California Department of Corrections & Rehabilitation Center a. Norco Rehabilitation Center 2) Description of work performed: High Voltage Repairs and Services 3) Dollar Value of our portion of the job: $ 272,700 4) Start and completion dates: 8/2010 — 6/2011 Project Number 7 1) Name of Company: University of Las Vegas Nevada 2) Description of work performed: Medium Voltage NETA Testing at NW Substation 3) Dollar Value of our portion of the job: $ 554,140 4) Start and completion dates: 7/2010 —Current Project Number 8 1) Name of Company: Jacobs Field Services North America 2) Description of work performed: Clean, swab and prepare conduits, pull cable, install new transformers, perform HI Pot Testing, perform Megger testing and rack and shape all new cable. 3) Dollar Value of our portion of the job: $ 311,924 4) Start and completion dates: 9/2010 — Current Project Number 9 1) Name of Company: Bourns 2) Description of work performed: Respond to High Voltage 12KV Power Outage 3) Dollar Value of our portion of the job: $ 1,008,899 4) Start and completion dates: 12/2010 — 07/2011 5) Reference Contact Person a. Name: Bard Werking b. Title: Facilities Manager c. Phone Number: (951) 781-5263 d. Email Address: bard.werkingnabourns.com Project Number 10 1) Name of Company: RREEF America REIT III Corp. GG2 2) Description of work performed: New Installation of Cooling Tower and Chiller. 3) Dollar Value of our portion of the job: $ 635,480 4) Start and completion dates: 7/2009 — 7/2009 Project Number 11 1) Name of Company: Vought Air Craft 2) Description of work performed: Maintenance & Emergency Contract 3) Dollar Value of our portion of the job: $ 276,445 4) Start and completion dates: 1/2003—12/2005 Project Number 13 1) Name of Company: Los Angeles Unified School District 2) Description of work performed: High Voltage Testing 3) Dollar Value of our portion of the job: $ 293,314 4) Start and completion dates: 2/2004 — 1/2005 Project Number 14 1) Name of Company: University of Las Vegas 2) Description of work performed: Cable Re-route 3) Dollar Value of our portion of the job: $ 274,634 4) Start and completion dates: 10/2004 — 2/2005 Project Number 15 1) Name of Company: Southern California Edison 2) Description of work performed: Oil Switch Replacement 3) Dollar Value of our portion of the job: $ 5,828,229 4) Start and completion dates: 1/2005—12/2008 Project Number 16 1) Name of Company: Southern California Edison 2) Description of work performed: Substation Install 3) Dollar Value of our portion of the job: $ 303,074 4) Start and completion dates: 5/2005 — 8/2005 Project Number 17 1) Name of Company: Southern California Edison 2) Description of work performed: Install 1/0 350 750 1000MLM & Gas Switches 3) Dollar Value of our portion of the job: $ 539,810 4) Start and completion dates: 3/2006 — 5/2006 Project Number 18 1) Name of Company: Southern California Edison 2) Description of work performed: Cable pulling project 3) Dollar Value of our portion of the job: $ 711,425 4) Start and completion dates: 6/2006—12/2006 Project Number 19 1) Name of Company: Arizona Pipeline for the City of Anaheim 2) Description of work performed: Connect underground 69kv disruption circuit 3) Dollar Value of our portion of the job: 1,205,924 4) Start and completion dates: 8/2006 — 4/2007 Project Number 20 1) Name of Company: County Sanitation Districts of Los Angeles 2) Description of work performed: Low, medium, high voltage maintenance and repair contract 3) Dollar Value of our portion of the job: $ 272,993 4) Start and completion dates: 2/2007 — 4/2008 Project Number 21 1) Name of Company: Fist Electric for City Center 2) Description of work performed: Medium voltage cable pull, splicing and terminations. 3) Dollar Value of our portion of the job: $ 666,567 4) Start and completion dates: 2/2007 — 3/2008 Project Number 22 1) Name of Company: Princeland Properties for Corona Department of Water and Power 2) Description of work performed: 12kv Infrastructure, distribution, transformers & gas switches 3) Dollar Value of our portion of the job: $ 353,371 4) Start and completion dates: 3/2007 — 10/2007 Project Number 23 1) Name of Company: Indalex 2) Description of work performed: High Voltage Emergency — Replace high voltage cable and buss ducts. 3) Dollar Value of our portion of the job: $ 651,109 4) Start and completion dates: 4/2007 — 5/2007 Project Number 24 1) Name of Company: Los Angeles Unified School District 2) Description of work performed: Contract for high voltage preventive maintenance, practical discharge testing and emergency calls. 3) Dollar Value of our portion of the job: $ 259,414 4) Start and completion dates: 5/2007—10/2010 Project Number 25 1) Name of Company: Southern California Edison 2) Description of work performed: DSP underground installation of the new Soboba 12kv 3) Dollar Value of our portion of the job: $ 272,205 4) Start and completion dates: 6/2007 — 12/2007 Project Number 26 1) Name of Company: Atascadero State Hospital 2) Description of work performed: Repair 5000-volt high voltage system due to 6-inch water main rupture. 3) Dollar Value of our portion of the job: $ 3,540,650 4) Start and completion dates: 6/2007—1/2010 Project Number 27 1) Name of Company: University of Las Vegas 2) Description of work performed: EPA light replacement 3) Dollar Value of our portion of the job: $ 434,150 4) Start and completion dates: 8/2007—1/2008 Project Number 28 1) Name of Company: Jacobs Engineering 2) Description of work performed: Arco Refinery Substation 38 3) Dollar Value of our portion of the job: $ 457,153 4) Start and completion dates: 11/2007 — 4/2008 Project Number 29 1) Name of Company: Pacific Operators Offshore 2) Description of work performed: DC HI -Pot Testing & cable replacement 3) Dollar Value of our portion of the job: $ 267,471 4) Start and completion dates: 11/2007 — 4/2008 Project Number 30 1) Name of Company: Fisk Electric for City Center 2) Description of work performed: 12.47kv distribution terminations 3) Dollar Value of our portion of the job: $ 405,960 4) Start and completion dates: 2/2008—1/2009 Project Number 31 1) Name of Company: Conti Electric for Fountain Blue 2) Description of work performed: Terminate, splice and fire wrapping of medium voltage cable 3) Dollar Value of our portion of the job: $ 587,605 4) Start and completion dates: 4/2008 — 5/2009 Project Number 32 1) Name of Company: Crafton Hills College 2) Description of work performed: 15,000 volts main high voltage backbone underground cable replacement 3) Dollar Value of our portion of the job: $ 327,9700 4) Start and completion dates: 5/2008 Project Number 33 1) Name of Company: RREEF America for L3 2) Description of work performed: Install new cooling tower 3) Dollar Value of our portion of the job: $ 635,481 4) Start and completion dates: 6/2008 — 7/2009 Project Number 34 1) Name of Company: El Dorado Energy for First Solar, Cooper Mountain Solar 2) Description of work performed: Install 5kv inter connectors 3) Dollar Value of our portion of the job: $ 1.291,012 4) Start and completion dates: 9/2008 — 4/2009 Project Number 35 1) Name of Company: Herman Weissker for the Columbia Ave Overpass 2) Description of work performed: OH & UG Conversions 3) Dollar Value of our portion of the job: $ 1,091,330 4) Start and completion dates: 10/2008 — 3/2010 Project Number 36 1) Name of Company: ACME Electric for Clark County Water Reclamation District 2) Description of work performed: Electrical conductors, test, train and start-up 3) Dollar Value of our portion of the job: $ 691,765 4) Start and completion dates: 12/2008 — 2/2010 Project Number 37 5) Name of Company: CM Joseph Company for Pasadena City College 6) Description of work performed: Demo Manhole 2 to Manhole 3, jumper Manhole 2 7) Dollar Value of our portion of the job: $ 298,800 8) Start and completion dates: 1/2009 — 5/2009 Project Number 38 1) Name of Company: El Dorado Energy for First Solar, Cooper Mountain Solar 2) Description of work performed: Construction of 230/34.5kv Substation 3) Dollar Value of our portion of the job: $ 2,891,269 4) Start and completion dates: 6/2009 — 10/2010 Project Number 39 1) Name of Company: BP Calciner 2) Description of work performed: Preventive maintenance and testing 3) Dollar Value of our portion of the job: $ 305,804 4) Start and completion dates: 7/2009—10/2009 Project Number 40 1) Name of Company: Woodward HRT Inc 2) Description of work performed: Install temporary power, Repair/Replace all faulted switchgear. 3) Dollar Value of our portion of the job: $ 461,209 4) Start and completion dates: 9/2010—10/2010 D. KEY STAFF Resume James Michael Brenton 10918 Boulder Canyon Road Alta Loma, California 91737 Education: Graduated Montclair High School: 1967 Attended Chaffey College: 1967 - 1969 Employment History: 1969 to Present Hampton Tedder Electric Underground Electric Supply * Worked as Underground Electric warehouseman from 1969 to 1972 * Sales & Sales Manager for Hampton Tedder Electric & Underground Electric Supply 1972 to 1984 * IBEW Local 11 1980 to 2009 * Cablesplicer for Hampton Tedder Electric 1984 to 1999 * Project Manager/Superintendent 1999 to 2004 * Vice President of Hampton Tedder Electric 2004 to Present Training: * Raychem splicing / terminating course, 5kv through 69kv applications * Elastimold splicing / terminating course, 5kv through 35kv applications * 3M spicing / terminating course, 5kv through 35kv applications * IBEW Training 1980 to 1984 * Cable Splicing School 1984 to 1986 through IBEW Local 11 pQrpgrate Office 15.0. Box 2128 Montclair, CA91763 Hampton Tedder Electric Co., Inc. Phone: (909) 628-1253 Fax: (909) 028-6375 LIC,# 288589 Reference: HIGH VOLTAGE CERTIFICATION Date: June 6, 2012 This is to certify that the attached list of master electricians are qualified to splice cable for all State and Federal agencies. These men have ten (10) years or more experience in splicing lead covered power cable and neoprene type cable of various design and with voltages of 5KV, 15KV, 34.5KV, 69KV, 138KV, and 230KV oilstatic and submarine cable at various voltages. They are also qualified to work on lead covered and plastic telephone communication cables. Hampton Tedder Electric Company is a licensed and bonded High Voltage Engineering and Contracting Firm. Our company was established in 1958 and has gained national recognition in high voltage underground installation, troubleshooting and maintenance work ranging in scope from 2400V through 230KV. Above cable splicers are also qualified for AC/DC high potential testing from 5KV through 138KV. "Shaping the Future of the Electrical Service Industry" ARIZONA (480) 967-7705 NEVADA (702) 646-7449 FAX (480) 967-7762 FAX (702) 63M079 LIC. #146676 Comm. A-17 LIC. #48205 A-17 LIC. #156612 Comm. L-11 LIC. #39279 C-2 HAMPTON TEDDER ELECTRIC COMPANY HIGH VOLTAGE CERTIFICATION VOLTAGE RATING �K� NAME IBEW CARD NUMBER EMPLOYMENT DATE 35 ARNOLD MAGDALENO 7109666 04/15/11 230 BEAU BRENTON A140197 02/09/00 35 BRIAN MAC DONALD D630272 02/13/07 35 CHRIS HOOVER 6017788 11/09/07 35 DAN CHAVEZ A199367 06/26/06 69 DANNY AYERS A253911 12/20/03 35 EUGENE PERRY D699374 02/13/07 230 GARY WEDGE D934452 04/10/00 69 GEORGE HALL D900148 02/01/96 69 HAROLD GIBSON D896888 11/06/06 138 JAMES BRENTON D853236 01/29/69 15 JEFF MC CLURE A198078 06/26/06 35 JOSEPH SANSOM D900025 02/13/07 35 MARCO RANGEL 7506119 10/16/06 35 SAL VACA A197968 03/22/00 69 THOMAS AYERS D729864 06/05/00 69 WARREN BATES A126349 12/06/11 69 WILLIAM BOND D823088 09/17/96 Danny Ayers Cell: (909) 721-6174 e-mail: danny.Uers@bamptontedder.com bamptontedder.com Danny Ayers will perform specific responsibilities for services described herein the RFQ with the upmost responsibility, knowledge and professionalism from the 17 years of experience that he gained in the electrical field. Education: Bishop Amat Hip-h School 1990 —1994 General Studies, La Puente, CA Apprenticeship 1994 -1999 City of Industry, CA Journeyman 1999- 2001 Montclair, California Experience: Hampton Tedder Electric 2003 - Present Cable Splicer Montclair, California High & Medium Voltage Construction and Maintenance Morrow -Meadows Corporation Apprentice/Journeyman Walnut, California Medium Voltage Construction and Maintenance Certifications: National Cable Splicing Certification HTE Cable Splicing Certification 3-Hour Confined Space Entry 6-Hour Confined Space Course High Voltage/Cable Splicing California State Certification No. E109854G 5-15kV Heat Shrink Terminations 5-15kV Heat Shrink Splices 3 Hour Crain Safety Awareness OSHA 30Hour American Safety Institute CPR Basic Training 1999 - 2003 August 26, 2009 May 13, 2009 May 27, 2009 June 28, 2005 June 8, 2013 August 5, 2008 February 7, 2011 August 29, 2004 Expires April 14, 2012 Daniel Chavez 9469 Muroc St. Bellflower, CA 90706 Cell: (909) 208-2643 e-mail: daniel.chavez@hamptontedder.com Objective: I am a well rounded man who has obtained hands on experience in a variety of fields who can benefit the right company. Education: Paramount Adult Education October 1996 14509 Paramount Blvd. Paramount, CA 90723 General Education Diploma Electrical Training Institute March 2008 6023 South Garfield Ave. City of Commerce, CA 90040 Journeymen Wireman Experience: Hampton Tedder Electric June 2006-Present 4571 State St. Monteclair, CA 91763 Journeymen Wireman/Cable Splicer Working for Hampton Tedder, cable splicing was required of me, along with electrical equipment and cable testing. I also preformed preventive maintenance on transformers, electrical gear, and equipment. International Brotherhood of Electrical Workers Jun 01-Jun 06 6023 South Garfield Ave. City of Commerce, CA 90040 Shasta Electric / Apollo Electric / Morrow Meadows At these companies I was required to perform all backgrounds of electrical; from residential trouble -shooting to commercial and industrial installations. While at these companies I acquired my apprenticeship to journeymen status. Certifications: Electrical Training Trust -Conduit Bending (A) Oct. 29, 2002 Electrical Training Trust -Tech Math Dec. 18, 2002 Electrical Training Trust -Conduit Bending (B) Jan. 21, 2003 Electrical Training Trust -Code Apr. 02, 2003 NJATC-OSHA (10 hrs) Sept. 12, 2004 NJATC-OSHA (30 hrs) Oct. 31, 2004 Electrical Training Institute -Confined Space (3 hrs) Dec. 14, 2006 Electrical Training Institute -Transformers (30 hrs) Sept. 20, 2007 Electrical Training Institute -Motor Control (40 hrs) Mar. 01, 2008 California Apprenticeship Council -Inside Wireman Mar. 19, 2008 Electrical Training Institute -Grounding (24 hrs) Mar. 20, 2008 Electrical Training Institute -Cable Splicing (144hrs) Aug. 05, 2008 Electrical Training Institute -Confined Space (3 hrs) May 19, 2009 California State Certification No. 131273 Feb. 2010-Feb. 2013 Joseph S. Sansom Cell: (909) 994-1536 e-mail: scott.sansom@hamptontedder.com Education: Apprenticeship Salt Lake City, Utah Journeyman Los Angeles, California 1974-1977 1978-1979 Experience: Hampton Tedder Electric 2007 - Present Cable Splicer Montclair, California High & Medium Voltage Construction and Maintenance Shasta Electric Foreman 2007 — 2005 Walnut, California Medium Voltage Construction and Maintenance Carol Electric Foreman 2005 —1999 Los Alamitos, California Tenant Improvement, Low and Medium Voltage Construction and Maintenance From 1999 to 1974 worked in the electrical field learning the trade and improving skills with various companies in the business. Certifications: National Cable Splicing Certification March 13, 2010 3-Hour Confined Space Entry May 13, 2009 High Voltage/Cable Splicing August 5, 2008 Transformers January 8, 2009 California State Certification No. 115566 expires 6-14-2012 Eugene Perry Cell: (909) 489-0301 e-mail: gene.perry@hamptontedder.com Education: Apprenticeship Journeyman Los Angeles, California 1974 -1977 1978- 1979 Experience: Hampton Tedder Electric 2006 - Present Cable Splicer Montclair, California High & Medium Voltage Construction and Maintenance Shasta Electric Project Coordinator Walnut, California K1I114IM0111! Estimating and supervision in all aspects of the electrical trade. Carol Electric Field Supervisor Los Alamitos, California 00I11 MMS20 Estimating and supervision in all aspects of the electrical trade. Certifications: National Cable Splicing Certification 8/5/2008 High Voltage/Cable Splicing 8/26/2009 California State Certification No. 103391 Expires 4/30/2012 NFPA 70E 7/10/2010 OSHA 30 10/04/2009 Code 11/13/2000 3-Hour Crane Safety Awareness 2/7/2011 Leviton (Category 5) 8/29/1998 Adult CPR Basic Training Expires 4/14/2012 Knots and Rigging — 8 Hours 9/18/2010 Licensing Preparation 8/12/2003 HTE Lock Out -Tag Out Core Training 8/5/2009 Berk-Tek Certified OASIS Integrator Training 6/20/2002 Safe Swing Rope & Personnel Basket Transfers For Offshore Oil Industry Personnel 3/31/2008 Stepping Up to Supervision 6/14/1997 Vista 10P 3/11/2004 Vista 20P/PS 3/11/2004 E. FEES FOR SERVICES CITY OF VERNON ELECTRIC SYSTEM REQUEST FOR PROPOSAL Exhibit A Contractor Fees for Services A. Hourly Labor Rate Per Classification Classification Quantity Straight Time Double Time General Manager 1 $149.00 $243.00 Account Manager 1 $149.00 $243.00 General Foreman 1 $127.00 $232.00 Service Planner 1 $149.00 $243.00 Line Foreman 2 $122.00 $215.00 Lineman 12 $116.00 $210.00 Groundman 4 $99.00 $183.00 Troubleman 2 $116.00 $210.00 Substation Electricians 2 $116.00 $210.00 Clerk Secretary 3 $50.00 $100.00 Warehouse 1 $76.00 $161.00 Warehouse Pre Fabrication 1 $99.00 $183.00 Mechanic 1 $116.00 $210.00 Maintenance Worker 1 $116.00 $210.00 Living Wages Provisions: Contractors or Subcontractors, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City Contracts. The Current Living Wage Standards are set forth in Appendix A "Sample Agreement, Exhibit D Living Wages Provisions." Upon request, certified payroll shall be provided to the City. 14 CITY OF VERNON ELECTRIC SYSTEM REQUEST FOR PROPOSAL B. Monthly Equipment Rates Vehicle Quantity Monthly Rate Service Truck 5 $7,740.00 Standard Bucket Truck (m.65a) 3 $15,480.00 Digger Derrick (min 60ft) 1 $15,480.00 35 Ton Crane 1 $32,250.00 Singel Man Bucket Truck 2 $15,480.00 Equipment Quantity Hourly Rate Light Tower 2 $30.00 Sherman Reilly PT3366 Puller 1 $90.00 Arrow Board 2 $30.00 Sherman Reily Duct Dawg Underground Puller 1 $90.00 300 KW Generator 1 $75.00 Bull Wheel Tensioner 1 $90.00 8 Ton Forklift 1 $120.00 Fuel: The aboe montly rate are based upon the fuel being provided by the City of Vernon Tools: Tools and safety equipment to be included in the equipment monthly rate. 15 ��oapr rygh 3 3 Corporate Office Phone: (909) 628-1253 P.O. Box 2128 Fax: (909) 628-6375 Montclair, CA 91763 LICA 288589 Hampton Tedder Electric Co., Inc. HOURLY RATE SCHEDULE Effective May 1, 2012 HAMPTON TEDDER ELECTRIC COMPANY provides the following: (1) Engineering Services, (2) Installation Services, (3) Maintenance Services, (4) Testing Services; Rates are as follows: STRAIGHT TIME PREMIUM TIME GENERAL FOREMAN $127.00 $232.00 CABLE SPLICER FOREMAN $122.00 $215.00 CABLE SPLICER 1 LINEMAN $116.00 $210.00 GROUNDMANICABLE SPLICER HELPER $ 99.00 $183.00 SENIOR TEST TECH OR ELECTRICAL ENGINEER $149.00 $243.00 TESTTECHNICIAN $140.00 $219.00 WAREHOUSEMAN $ 76.00 $161.00 LEGAL SERVICE/EXPERT WITNESS $236.00 $410.00 13ACKHOE EQUIPMENT AND OPERATOR $236.00 $399.00 TESTING VEHICLE $ 45,0011-111. SPLICING TRUCK AND TOOLS $ 45.001HR. PICKUP TRUCK $ 30.001HR. HEAVY DUTY EQUIPMENT (LINE TRUCK, BOOM TRUCK, $ 90.0011-111. BUCKET TRUCK AND HEAVY DUTY DOLLY) FLATBED TRUCK $ 80.001HR, FUEL SURCHARGE 10.6% OF TRUCK AND TOOLS TRAVEL TIME "REFER TO BELOW SUBSISTENCE COST + 15% AIR FARE COST + 15% ALL OTHER JOB RELATED EXPENSES COST + 15% MISCELLANEOUS CONSUMABLES UP TO 7.5% OF INVOICE TOTAL ARROW BOARD AND TRAFFIC CONTROL $ 30.00/1-111. STANDARD TEST EQUIPMENT $ 20.00.75.001HR, "NOTE: Rates will be quoted on specialized Instruments and equipment, Straight time will consist of normal eight (8) hour working day with an allowance for lunch. Premium time will consist of any time worked before and after normal working hours, Saturday, Sunday, holidays, and emergency call outs during normal working hours. Should an employee be required to: work around the clock, remain at the jobsite, or receive less than 8 hours rest; he/she will remain on Premium time until which time he/she receives 8 hours rest, or as per the Local Union Agreement. Travel portal to portal on normal workdays at straight time rates. Minimum charge of four (4) hours will be billed for services performed in 1-4 hours and minimum of eight (8) hours for services performed 54 hours. Mileage at.50/mile, All special permits, licenses and insurance beyond our standard certificate of Insurance will be billed as an extra. A 24 hour emergency phone number for HAMPTON TEDDER ELECTRIC COMPANY Is (909) 628-1253, All work performed by HAMPTON TEDDER ELECTRIC COMPANY carries a 24 hour, one year guarantee from completion of work performed. Hampton Tedder Electric's Standard Terms and Conditions apply. NOTE: Any delays caused by others will be considered an extra charge for time lost. Christine Tedder, Pfesident "Shaping the Future of the Electrical Service Industry" ARIZONA (480) 967-7765 NEVADA (702) 646.7449 FAX (480)967-7762 FAX (702) 632-0079 LIC. #140076 Comm. A-17 LIC. #48205 A-17 LIC.4156612 Comm.L-11 LIC,#39279 C-2 Hampton Tedder Electric Compai ly's (HTE) Terms and Conditions Complete Coatri ct—This document contains the complete and exclusive statement of the terms of the contract between us. It supersedes all previous requests, quota- tions or agreements. No additional or different terms will be part of the contact unless approved by a quorum of the Hoard of Directors of Hampton Tedder Electric Company (HTE.) in writing. It is agreed that if you issue your own purchase order or subcontract for services or materials, such purchase orders or subcontracts are as cepted by HTE subject to these Terms and Conditions, which are hereby incorpo- rated into any such purchase orders issued by you, unless otherwise specified on the face of this agreement. These Terms and Conditions shall prevail in the event of a conflict between the languages hereof and any language contained in your purchase orders or other documentation. Prices and Order Acceptance — Our quotas include labor and material and are subject to prices at time of order acceptance by HTE. On "hold for release" orders, prices are subject to change if you accept our quote after our written quotation expi- ration date or after thirty (30) days from quote date. All quotations for your use in submitting ajob or project bid to your customer expire thirty (30) days from the date on the proposal, and may be withdrawn earlier by us with no penalties. Payment — Each invoice shall be due and payable net upon receipt. Any order from you represents that you am solvent. If you have been delinquent in payment or if we believe that your financial condition requires it, we reserve the right to require full or partial payment prior to job start date. If payment is not made when due, (i) your account may be subject to suspension of open account privileges, (ii) you agree to pay a late charge on the amount past due at the rate of 1 %% per month (18% per year) or the maximum lawful rate, whichever is less, and (iii) we may pull our work- ers and stop our work, with no penalties, until your account is current. Sales of mina rials shall not be subject to retentions of any kind. In the event of non-payment, you agree to pay out reasonable attorney's fees and court costs, if any, incurred to collect payment and interest charges. Emergency repair work has no fixed estimate; they will be billed on a Time and Material basis per our current rate sheet, Interpretation Responsibility — When plans and specifications are involved, you are responsible to verify our interpretation of them. When substitutes are offered by us on any proposal, you are responsible for thew acceptability unless the proposed substitute or altercate is rejected in writing within seventy-two (72) hours. Excusable Delays — HTE shall be excused from performance when, and to the ex- tent that, such performance is delayed or prevented due to causes beyond the remon- abie control of HTE.. These causes may include, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by the manufacturer, or any other commercial impracticability. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay. Limited Warranty — HTE warrants its labor for one (1) year from installation date. We will use our best efforts to obtain from each manufacturer, in accordance with the manufacture's warranty, the repair or replacement of goods that may prove de- fective in material or workmanship. This is your exclusive remedy. Other than warranty of title and such express warranties as may arise from the description of the services and material set forth on the face of this contract, HTE expressly disclaims any and all warran- ties, including but not limited to the warranties of merchant- ability and fitness for intended purpose, and you agree to take the goods "As Is" and "With All Faults". Limitations of Remedies and Damages — The total liability of HTE end its suppli- ers to you, yaw customers or to any other person, relating to this contract, its per- formance or non-performance, or from the use of the product famished, is limited to the price of the goods giving rise to the claim. All such liability shall terminate at the end of the manufacturer's warranty period. Under no circumstance will liability exceed available insurance funds. HTE and its supplier will not, in any evem, be liable for any special, incidental, consequential, punitive or penal damages including, but not limited to, back charges; labor wets; costs of removal, replacement, testing or installation; loss of efficiency; loss of profits or revenues; loss of use of the prod- ucts or any associated products; damage to associated products; lateness or delays in delivery; unavailability, of products; cost of capital; cost of substitute products, facili- ties or services; downtime; or claims from your customers or other parties to you or directly to us for such damages. Cancellation — You may cancel your order, provided that you give written notice to us and pay us cancellation charges, if any. Cancellation charges may include HTE's expected costs and profits. Assisumenl — Any assignment of the contract will be void without the prior written consent of all parties, which will not be unreasonably withheld. Disputes and tateroretatiou — This contract will be interpreted in accordance with California law. Venue for any dispute resolution process, including but not limited to an action at law, shallbe exclusively in San Bernardino County, California. If any term, condition or covenant of this agreement is held by a court of competent juris- diction to be invalid, void or unenforceable, the remaining provisions of this agrees meat shall be valid and binding. HTFs waiver of any term, condition or covenant, or of you breach of any term, condition or covenant shall not constitute the waiver of arry other term, condition or covenant or of the breach of any other term, condition or wvensnt. Work Authorization — Your representatives are presumed to have authority to approve regular or extra work. If you wish to designate only certain individuals that have authority to approve regular or extra work, HTE must be notified of their iden- tity in writing by certified mail not later than 72 hours prior to the start of the job. Schedule — HTE bids all projects with a specific schedule. Any change in that schedule without HTE's prior written agreement may result in extra charges and or HTE stopping work until a new schedule is agreed upon. If no new schedule is agreed upon HTE may pull of the job, in which case you shall be responsible for work completed and all associated current and expected costs and profits associated with that job. Invoicing — HTE will provide progress and final invoice as job progresses. We will invoice for job preparation, mobilization, materials and labor on a percent comple- tion basis. It is your responsibility to make sure HTE's invoices are approved and reaches the proper A/P department individual to expedite payment within seventy- two (72) hours of HTE invoice submission. Any discrepancies must be identified to HTE in writing within seventy-two (72) hours of receipt of invoice. All invoices am net upon receipt. Late charges of I %% per month will commence thirty (30) days from date of invoice. Differing Site Conditions — HTE assumes that your adjoining equipment not spe- cifically in our scope is in good operating condition. HTE bids projects with a spe- cific scope of work and procedure. Should that scope of work and procedure change because your adjoining equipment is not good or the work conditions are not as we interpret them, HTE reserves the right to be paid an extra. Work will stop will a new scope, schedule and price is agreed upon with no penalties to HTE. If you and HTE cannot come to an agreement HTE will be entitled to be paid for all work com- pleted and all associated current and expected costs and profits associated with that job. Warranty is void on work not completed by HTE. Llauldsted Damages - HTE will not be responsible or liable for any liquidated damages. You shall indemnify and hold HTE and our subcontractors harmless for any cost associated with work stoppage, delays, loss of production, etc.. Your Responsibilities tociude, but are not limited to: • You shall provide at least one (1) person familiar with the site and work to be performed to be present and act as yaw representative at all times. • You shall provide ready access (within fifteen (15) minutes) 24 hours a day to all equipment within HTE's scope of work to allow continuous progression of work. Any delays or travel time (portal to portal) for additional site visits to complete our scope of work will be billed as an extra. • You shall provide all wren and previous test reports, instruction books, device settings, dmwings/schematics, special manufacturer software; including manu- facturer test equipment, test cables or cable leads, etc... necessary to set or lest devices under test • You shall arrange for utility outages, test equipment rigging, test site lighting and test power at the point of need unless otherwise provide within the proposal. • You shall provide details for safety training and security including site badges prior to proposal acceptance by you. If full disclosure is not supplied all time incurred to comply with these measures to meet you requirements will be billed to you as an extra. • An overtime differential will be accessed to you for overtime hours worked which were quoted in the proposal to be worked on straight time. • HTE will not be responsible for any costs associated with "Witness Testing" for initial or retests. • HTE tests in accordance with NETA and performs "Acceptance Testing" per the latest "NETA Acceptance Testing standards". Startup, Commissioning and/or Tura Key testing or similar phrases used in your documentation needs to be fully described in your required specifications prior to accepting HTE proposal. No clear definition exists for these altercate phrases in the NETA specification or the IEEE dictionary. Therefore, our quote is for acceptance testing only. • You are responsible to insure that (i) all conduits are free and clear, (if) all ground and bonding points meet code, (iii) all cable and equipment supports are in good condition, (iv) all equipment safety clearances and bending radius are within code, (v)all equipment is free of flooding and water damage, and (vi) proper accessibility for cable pulling equipment, lifting equipment and man- power is available. Your system must be intact and in wile. Test Reports — Provided approx. 20 working days after job completion. Daily or preliminary reports are extra cost. Report revision after 30 days is an extra charge. Working Hours— Normal working hours are eight (8) hours per day. Time starts at you site and ends when our men return to our shop; unless otherwise agreed by HTE and you in writing. Normal working hours are between 7:30am and 4:00pm. Please note Rates are strictly defined on our rate sheet, Overtime rates may apply during normal working hours and other hours. Overtime will consist of any time worked before and after normal working hours, Saturday, Sunday, holidays, and emergency call outs during normal working hours. Should an employee be required to: work around the clock, remain at the jobsite, or receive less than 8 hours rest; he/she will remain on Overtime until he/she receives 8 hours rest, or as per the Local Union Agreement. Overtime is double regular time. EM— All rates are per HTE current rate sheet. 2/5/2009 F. APPROACH AND SCOPE OF WORK Page 1 of 1 City of Vernon RFQ Electric System Maintenance Services Approach and Scope of Work Daily inventory spread sheets and times sheets will be presented to the City of Vernon's Light & Power Department from HTE's Foreman for approval and signature, invoicing will come directly from these signed documents. HTE is an IBEW union contractor and the union agreement applied to this work. 1) For the protection of City of Vernon, HTE complies with Division of Occupational Safety and Health — Title 8 regulations Subchapter five (5). Electrical Safety Orders, Group 2, High -Voltage Electrical Safety Orders Section 2700, Qualified Electrical Workers. A qualified person who by reason of a minimum of two (2) years of training and experience with high -voltage circuits and equipment and who has demonstrated by performance familiarity with the work to be performed and the hazards involved. 2) For the protection of City of Vernon, ALL ELECTRICAL WORK WILL BE PERFROMED BY ELECTRICIANS WHO HAVE PASSED THE STATE OF CALIFORNIA D.I.R. GENERAL ELCTRICIAN EXAM AND HOLD A VALID LICENSE IN COMPLAINCE WITH California State Assembly Bill 931 EFFECTIVE January 1, 2006. 3) This proposal is based on HTE terms and conditions. 11 1 / 1 ii S N e O o 3 o O O OO 0) ti O p, ❑ 'e ++ C pG moo p e,) '4 D .t'. rV�I �I ..Ni `=1 � � � •K L W > y c 42 UCd ❑ . U c . y � N 4 d N N w ti tl N N 0 G p bo U i p � abi � w p •� GC ash �3 5n v ti ctr � E v WU v y c0^�N � y M Q .� ❑ w oy> v N ti O 3 toc o o > a�i U .>. W 45 +1' 'O ❑ a+ O r, V .p `° •� •° o U W ° by •G. ... ^� •p N N L •C > FF4).. ° ° O� C > ° pp C O p 4 3 .y 'd V' y •b O 2 O O api ❑ N •N C 't7 E 'd 'O C a .N Cd E � Ncd U U 2.0 N ai o O w O O Z o w^ E 3 o o N �A E N pp U N Q I �1 ;. I in �k Warehouse Pre -Fabrication 1 $7180, $111:6,0 Mechanic " 1 $7800 $116:00- ++ 1I wintenancpNorker 1 '$76 00 , NQTE.,Daily'Subsistenee for alI I.B:E.W. Local 47.Employees s $50 00 `,Rates"willbe subject"to an annual increase per the collective bargairririg agreernent with LB.E.W.'iocal 47. monthly Equipment" Rates L Vehicle uaritit Monthly Rate,,' Service Truck 5 $1,680:00 Standard Bucket Truck (mirr 65fC); $51120,00 1 Digger Derrick (min 60ft) J, 2 $5;280.00 35 Ton Crane 1 " $6,400:00 Smgle,Nl'an Bucket,Truck 2 $3,200.00 Hourly Eguipm"ent Rates Vehicle uaritit Hourly Rate I Ligf t"To 'wer 2 r. $12.00 ". $h'elmanReillyPT3366'Puller` ' 1 $85.001 Arrow$14:00 Sherman Reill"y'Duct Dawg Underground Puller 1 $85.00 300 KUy Generator 1 - $4(?.00 Bull Wheel Tensioner 1 $38.00 i 8 Ton Forklifts 1 ;, $14.00 z p t 1g: Annual Substation Inspections Repdrts; including thermal imaging i CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: CONTRACT PURPOSE: A7W:/1D/4,,'E/1/7- TD 1 EXfi�/B/% Z� W/77XIAI CONTRACT IS: ❑ FEDERAL o PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) I SERVICES o MATERIALS ❑ BUDGETED o NOT BUDGETED TOTAL CONTRACT VALUE: Charge Acct. No(s) 0 5 S- 4 1-30d _ �91 10 L)Ojj Amendment Value $,9Ott Contract is an Amendment to Contract No��2 -/'�Tif Applicable) RESPONSIBLE DEPARTMENT PERSON: PHONE: X -570 AUTHORIZATION: Approved by Council on (0 / (Check One) Resolution No ZD�yd ,f(if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation ElAmendment Approved by ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) (1) Responsible Department Person Checks substance of contract and assembles two (2) copies of Contract, required AA, insurance & bond documents, certifies compliance With Competitive Bidding and Purchasing Ordinance (2) Liability and Claims Approves insurance and sureties, if bonds required (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances And reflected in current budget (4) City Attorney Approves contract as to form, verifies bonds and insurance included (5) City Signatory Signs all copies on behalf of City (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor (if applicable) Initials Date Rev. 2/25/13 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 October 15, 2013 Sal Petrelli, Vice President Petrelli Electric, Inc. 11615 Davenport Road Agua Dulce, CA 91390 Re: Electric System Maintenance Agreement — Rate Increase Dear Mr. Petrelli: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement, as referenced above, approved by City Council minute order on August 6, 2013. If you have any questions regarding this matter, please call Mr. Javier Valdez at 323/583-8811 ext. 825. Very truly yours, aorah erre Records Manuel Enclosure c: Carlos Fandino Javier Valdez Purchasing Department Agreement File No. 13-064 Exclusivefy Industrial Electric System Service and Maintenance Agreement Exhibit "D" Amendment This agreement is entered into this _44LL day of '� 2013 by and between the CITY OF VERNON ("Vernon"), a California municipal orporation, 4305 Santa Fe Avenue, Vernon, CA 90058, and PETRELLI ELECTRIC, INC., a California Corporation ("Petrelli"). Recital 1. On August 6, 2013, the Vernon City Council authorized the Director of Light & Power to enter into an agreement, effective August 6, 2013 to amend Exhibit D to the existing "Electric System Service and Maintenance Agreement" (the "Agreement") between the City and Petrelli in the manner set forth in this agreement. Agreement 1. The parties agree that the recital is correct. 2. For valuable and sufficient consideration, Vernon and Petrelli agree that Exhibit D to the Agreement shall be revised, to read as follows, effective August 6, 2013. EXHIBIT D TO ELECTRIC SYSTEM SERVICE AND MAINTENANCE AGREEMENT Fully Burdened Labor Rates Classification Straight Time Double Time General Manager $110.53/hr $181.23/hr General Foreman $110.53/hr $181.23/hr Line Foreman $104.85/hr $176.65/hr Lineman $99.25/hr $164.11/hr Account Manager $99.25/hr $164.11/hr Substation Electrician $99.25/hr $164.11/hr Troubleshooter $99.25/hr $164.11/hr Mechanic $80.49/hr $120.98/hr Maintenance Worker $78.49/hr $119.98/hr Warehouse $74.76/hr $114.91/hr Warehouse Pre -Fabrication $74.76/hr $114.91/hr Groundman $74.76/hr $114.91/hr Service Planner $95.00/hr $152.00/hr Clerk Secretary $50.76/hr $72.00/hr IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. CITY OF VERNON PETRELLI ELECTRIC, INC. By: / ` By: Narb NFh itwdrth Name; U _ Administrator Title: APPROVED AS TO FORM: �"aA -i Scott Porter, Deputy City Attorney By: Name: Title: Page 2 of 2 00© A RECEIVED JUL 3 1 2013 CITY ADMINISTRATION RECEIVED STAFF REPORT AUr 6 2013 O�5 LIGHT & POWER DEPARTMENT CITY CLERK'S DATE: August 6, 2013 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino, Jr., Director of Light &Power 1-31 1 RE: Request for Approval of Petrelli Electric, Inc. Rate Increase Recommendation It is recommended that the City Council: 1. Find that the approval requested in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment; and 2. Authorize staff to enter into an agreement, effective August 6, 2013, whereby Exhibit D of the existing "Electric System Service and Maintenance Agreement" between the City and Petrelli Electric, Inc. ("Petrelli") would be revised in the manner described in the chart included with this staff report. This would increase the amounts that Petrelli is paid for the labor services provided by unionized Petrelli employees by between 2.69% and 3.38%, depending on the employee classification. This would cost the City approximately $230,000 per year, and is intended to offset Petrelli's increased labor costs due to Petrelli's increased negotiated 3% rate increase with its unionized workers. Non - unionized employees would not have their rates changed. Section 5.1 of the City's existing agreement with Petrelli allows, but does not require, the City Council to authorize the increased rates. Background Effective July 17, 2012, the City and Petrelli entered into a five year "Electric System Service and Maintenance Agreement" ("Agreement") whereby Petrelli agreed to perform maintenance and service on the electric system. Section 5.1 of the Agreement requires Vernon to reimburse Petrelli for specified costs, including Petrelli's personnel time performing services for Vernon. The rates at which the city must pay for Petrelli's personnel costs are shown in Exhibit D to the Agreement. Section 5.1 of the Agreement authorizes Petrelli to request (but not require) that the City Council authorize higher payments, to the extent that Petrelli's costs increase under the "California Outside Line Construction Agreement between Western Line Constructors Chapter of N.E.C.A. and Local Union No. 47 AFL-CIO International Brotherhood of Workers" (the "Union Contract"). On July 1, 2013, Petrelli notified the City that pursuant to the Union Contract, it would pay its unionized workers at a higher hourly rate, and pay higher benefits effective June 1, 2013. Petrelli desires to increase the rates it charges the city to defray its added costs. Petrelli's Increased Personnel Costs Petrelli seeks a rate increase for all of its increased costs that are directly required by the revised Union Contract. For example, the base wage rates were increased 3%. Numerous other costs which are directly tied to wages were also affected by the Union Contract, as the Union Contract requires Petrelli to pay additional costs based upon a percentage of the base wages paid. These funds include payments into the following funds: "National Employees Benefit (3.00%), JATC (.75%), NECA (.50%), WLSAP (.125%) and Administrative Maintenance (.50%). The Union Contract also requires that the "Health & Welfare" payment of $5.00 per hour be increased by an additional 25 cents/hour to $5.25. Petrelli also seeks a rate increase for additional costs that are not directly referenced in the Union Contract, but which costs will increase because of the new Union Contract. For example, Petrelli must pay the following payroll taxes based upon the amount of wages paid: FICA (6.20%), Medicare (1.45%), FUTA (.80%) and SUI (3.60%). Because these rates are tied to wages, the increase wage rate increases Petrelli's costs. Petrelli also seeks a rate increase because its state mandated Workers Compensation Insurance rates increased from 14.37% of wages paid to 16.42% of wages paid. The Agreement, as currently written, states that the wages Vernon pays Petrelli "may only be increased during the Term to the extent Contractor's costs increase under the [Union Contract]." Because Agreement appears to have the goal of allowing the City Council to ensure that Petrelli's increased labor costs are borne by the City, and because the City wishes to ensure that Petrelli does not exercise any powers that it may have under the Agreement to prematurely terminate the contract, staff recommends that the City Council interpret this provision broadly, and authorize this, and the above mentioned payments. Staff is not recommending that it authorize the increased payments for costs that are simply "overhead" and not tied in any way to the revised Union Contract. For example, even though Petrelli's costs are increasing for liability insurance, `Errors & Omissions" insurance, and supply and training, staff recommends that the costs not be increased to reflect these additional costs borne by Petrelli. Proposed Rate Increase As more fully described in the chart included with this staff report, staff recommends that the City Council authorize staff to enter into an agreement whereby Exhibit D to the Agreement is revised to state the following new rates: Classification General Foreman General Manager Line Foreman Lineman (Journeyman) Account Manager Substation Electrician Troubleshooter Mechanic Maintenance Worker Warehouse Warehouse Pre -Fabrication Groundman Service Planner Clerk Secretary Fiscal Impact Proposed Exhibit D Straight Time $110.53 $110.53 $104.85 $99.25 $99.25 $99.25 $99.25 $80.49 $78.49 $74.76 $74.76 $74.76 $95.00 $50.76 Proposed Exhibit D Double Time $181.23 $181.23 $176.65 $164.11 $164.11 $164.11 $164.11 $120.98 $119.98 $114.91 $114.91 $114.91 $152.00 $72.00 The roughly 3% overall increase in the expense of billed union labor will equate to an annual cost of approximately $230,000 for the City until any further wage adjustments are enforced after May 31, 2014. Attachments Cc: Javier Valdez N e e e e e e e e e e e e e e � O W aD c0 aD MMNNNOO C NN (NOS � � 001 m m0)O)O �+ N N ca W fa0 (�O fa0 (�O N O> V V -N z g F �-N-------H-- o 0 0 0 0 0 0 0 0 0 0 0 0 0 v o000000O0000OO N r On N N --- iri s - Caa Ein i»F»e>in in F»i»es i»i»vi ia� L W W C F N C e e e e e e e e e e e e e e 00 W 00 ' W OD O 0 0 y � G �. MMN NNfp fOOO LL V o L z M M M M M M M M M fV fV 0 fV 0 0 .m m (L0wU) m U M MN NN NN W O)N<O NON � EN N N M N N N N V V n n n O n 0 M W O W a V V N O v C rn rn m r r r r rn N N " L i9M� f9 fA M M E9 fA fA fA t9 Hi iR f9M U o, a rn CC O t g a L j y 0 N N N 0 0 0 0 0 0 0 0 0 0 N cmE O W N NN NN0000 (O ODOr cz o oornwrnmrnnnnrnN m a �i» is w f» fn f» vi vi w ei la la f» w y x r Wwui y o y N NN N C MOOOOV Ol 0)D7 C C N m MM thMMM th V N V � � 4l f9 lA f9 (fl t9 E9 fA fA�� o U c j o O F p� C rnOMMMMOD epNNN C C w C N O NNm N NNN aD aD (O NN m o ._ y m m n n n r n N N � ' a 0 ro G N h Q U y' ro r r n r N N r r r UJa O tONNNN MGM NNNCC y O'C�.W W rtO0 fm0 fO0 N0 0 V V V' U C' a 0 v ; M U N O t: O c 0 E 0 m W o dci v v c Imp N m o mTo w m aci .°c .ocDa� v a`�LL E�ant...ddc�� aci a`�ccci �oaoi 'u m>>m ov°� CiUJJQInF�G�>cD fn() ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE(MMD 9/24//24/2013 V 13 PRODUCER DELGADO GROUP INC 31225 La Bays. Dr., Ste 102 Westlake Village, CA 91362 (805) 495-2330 THIS CERTIFICATE IS ISSUEDAS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC/ INSURED PETRELLI ELECTRIC, INC. 11615 DAVENPORT ROAD AGUA DULCE, CA 91390 661-268-7312 INSURER A: GEMINI INS CO INSURER B: TRUCK INSURANCE EXCHANGE INSURERC: MID CENTURY INS COMPANY INSURERD: SCOTTSDALE INSURANCE CO INSURER E: COVERAGES THE POLICIES OF INSURANCE USTEDBELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANOING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ISSUBJECT TO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L R Ns D TYPE OF INSURANCE POLICY NUMBER DATE MMIDD/rr E POLICY (M/ EXPIRATION) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Eaoccurenw) $ 100000 CLAIMS MADE CI OCCUR MED EXP(Anyonepereon) $ EXCLUDED A T VCGP020282 12/01/12 12/01/13 PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE E 2,000,000 GEN'L AGGREGATE LIMN APPLIES PER: PRODUCTS - COMPIOP AGG $ 2,000,000 X PouOv JEC Loc DEDUCTIBLE AUTOMOBILE LIABILITY ANYAUTO COMBINED SINGLE LIMIT (Ea ecddeM $ 1) /000 /0 00 BODILY INJURY (Per person) $ ALLOWNED AUTOS X SCHEDULED AUTOS C X HIRED AUTOS X NON -OWNED AUTOS 60438-85-00 06/01/13 06/01-/14 BODILY INJURY (Pere denl) $ INS '':' x,-NCE A OF r f,ON RISK] PROVEL E M , PROPERTY DAMAGECITY (Per=Wenl) E GARAGE LIABILITY AUTO ONLY - EAACCIDENT E ANYAUTO C� /�1 /_ //3 OTHER THAN EAACC AUTO ONLY: AGG $ $ LITY CLAIMSMADE RISK MANAEk EACH OCCURRENCE $1O 00O 000 AGGREGATE $1Q 00Q 000 $ t XLS0085642 12/01/12 12/01/13 $ D DEDUCTIBLE $ RETENTION $ NONE WORKERS COMPENSATION AND X I TORY LIMITS ER UABRTNERIE%ECUTNE ERS'ORIPITY MY PRO ANT PROPRV A A0925-80-90 07/01/13 07/01/14 E.L. EACH ACCIDENT $ 1 00 0 000 E, L, DISEASE- EA EMPLOYEE $ 1,000,000 B OFFICER/MEMBER EXCLUDED? I/yes, desaibeunder SPECIAL PROVISIONS below E.L. DISEASE-POLICYLIMIT $ 1,000,000 OTHER C BUeineeePezeunelPIPPBq 60438-85-00 06/01/13 06/01/14 $2,756,243 DEDUCTIBLE: 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED FOR COVERAGE "A,C & D" . *10 days notice of cancellation for non payment of premium. CERTIFICATE - HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN CITY OF VERNON 4305 S . SANTA FE AVE. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL VERNON, CA 90058 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD25 (2001I08) 0 ACORD CORPORATION 1988 Policy Number: VCGP020282 Insured Name:PETRELLI ELECTRIC INC Number: 32 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT PRIMARY/NONCONTRIRUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE P If you are required by a written contract to provide primary insurance then this p primary and non-contributory and condition 4, Other Insurance, as shown under form CG 00 01 12 07, does not apply but only with respect to coverage provided for the additional named insured in the schedule. Additional Premium: INCLUDED DANCE SKp N�aE e xt4jv�@RNONR CAN OF K Q l� PPISK Op E VE 03581108 Date:12/01/2012 y shall be tion IV on this policy VE 03 58 11 08 Page l of 1 Policy Number: VCGP020282 Insured Name:PETRELLI ELECTRIC INC Number: 23 CG 20710 01 Effective Date: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT ADDITIONAL INSURED - OWNERS, LESSEES O CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE SCHEDULE Name of Person or Organization: AS REQUIRED BY WRITTEN CONTRACT Location And Description of Completed Operations: COMMERCIAL PROJECTS ONLY, INCLUDING APARTMENTS Additional Premium:INCLUDED (If no entry appears above, information required to complete this endorsement the Declarations as applicable to this endorsement.) Section II — Who is An Insured is amended to include as an insured the person I shown in the Schedule, but only with respect to liability arising out of"your wor designated and described in the schedule of this endorsement performed for that included in the "products -completed operations hazard". INSURANCE APPROVED CITY OF VERNON RISK M AGEMENT %D 7 13 DATE fQ AUL D. RISK MANAGER CG 2037 10 01 Y. be shown in organization at the location sured and Page 1 of 1 Policy Number: VCGP020282 VE 0184 12 11 Insured Name: PETRELLI ELECTRIC INC J Number: 25 Effecti ,e Date: 12/01/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT DESIGNATED CONSTRUCTION GENERAL AGGREGATE. LIMIT This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part SCHEDULE INSURANCE APPROVED Designated Construction Projects: CITY OF VERNON RISK MA AGEMENI AS REQUIRED BY WRITTEN CONTRACT z 13 TE UL D. KIEHL RISK MANAGER (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I), and for all medical expelses caused by accidents under COVERAGE C (SECTION I), which can be attributed only o ongoing operations at a single designated construction project shown in the Schedule bove: 1. A separate Designated Construction Project General Aggregate Limit apII{{dies to each designated construction project, and that limit is equal to the amount of tFe General Aggregate Limit shown in the Declarations. However, the most we will pay under the Designated Construction Aggregate Limit for all projects combined is $5,000,000.00. 2. The Designated. Construction Project General Aggregate Limit is the me the sum of all damages under COVERAGE A, except damages because or "property damage" included in the "products- completed operations h rnedi.cal expenses under COVERAGE C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". General we will pay for "bodily injury" erd", and for VE 0184 12 11 Page 1 of 2 POLICY NUMBER: 604388500 BP 04 5101 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT C�REFLILLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH ADDITIONAL INSURED REQUIREMENT IN CONSTRUCTION CONTRACT This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form: 4. Any person or organization for whom you are performing operations is also an insured, if you and such person or organization have agreed in writing in a contract or agreement that such per- son or organization be included as an additional insured on your policy. Such person or organiza- tion is an additional insured only with respect to li- ability arising out of your ongoing operations per- formed for that insured. A person's or organization's status as an insured under this paragraph ends when your operations for that in- sured are completed or the contractor's agree- ment is terminated. INSURANCE APPROVE[ CITY OF VERNON RISK AGEME to '.7 /S A AUL D. KI DJ2 RISKMANAGER BP 04,51 0197 Copyright, Insurance Services Office, Inc., 1997 1 Page 1 of 1 0 Policy Number: VCGP020282 Insured Name:PETRELLI ELECTRIC INC Number: 24 CG 201010 01 Effective Date: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT ADDITIONAL INSURED — OWNERS, LESSEES CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE, P SCHEDULE Name of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT; COMMERCIAL PROJECTS Ol` LY, INCLUDING APARTMENTS (If no entry appears above, information required to complete this endorsement w(11 be shown in the Declarations as applicable to this endorsement.) A. Section Il — Who is An Insured is amended to include as an insured the perso�.i or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. I B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or "property damage" oc, urring after; (1) All work, including materials, parts or equipment furnished in connedtion with such work, on the project (other than service, maintenance or repairs) to be pert ormed by or on behalf of the additional insured(s) at the site of the covered operations ha been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another c ntractor or subcontractor engaged in performing operations for a principal as a part of the same orojert. INSURANCE APPROVED VED CITY OF VERNON RISK M A 4KIre NT CG2010 10 01 IR 7 19 ATE P UL D I of 1 Policy Number: VCGP020282 Insured Name: PETRELLI (ELECTRIC INC Number:'27 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT WAIVER OF TRANSFER OF RIGHTS OF AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Name of Person or Organization: AS REQUIRED B Y WR:TT'::N CONTRACT (If no entry appears above information required to complete this endorsement will be s Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Conditio COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition i We waive any right of recovery we may have against the person or organization shown above because of payments we make for injury or damage arising out of your ongoing c "your work" done under a contract with that person or organization and included in the completed operations hazard". This waiver applies only to the person or organization sh Schedule above. INSURANCE AI CITY OF VERNON RISK 4LI-7 4 ATE / c CG 24 0410 93 Date: 12/01/2012 in the (Section IV - the following: i the Schedule erations or in the CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 1 Page 1 of 1 0 Policy Number: VCGPO20282 Insured Name:PETRELLI ELECTRIC INC Number: 24 CG 201010 01 Effective Date: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT ADDITIONAL INSURED - OWNERS, LESSEES CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided tender the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE r- SCHEDULE Name of Person Or Organization: AS REQUIRED BY WRITTEN CONTRACT; COMMERCIAL PROJECTS O1,QLY, INCLUDING APARTMENTS (If no entry appears above, information required to complete this endorsement 'A ill be shown in the Declarations as applicable to this endorsement.) A. Section II - Who is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations perfonned for that insured. B. With respect to the insurance afforded to these additional insureds, the follo ing exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or "property damage" oycurring after; (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arisen has been put to its intended use by any person or organization other than another c ntractor or subcontractor engaged in performing operations for a principal as a pa t of the same project. INSURANCE APPR VE CITY OF VERNON RISK MAN EM CG 2010 10 01 --- Y7 l y Page l of l DATE P L D. KIEHL